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: May 28, 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 May 28, 1997, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1997-8, 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-PO, Class A-R, Class M, Class B-1
and Class B-2 (the "Offered Certificates"), having an aggregate original
principal balance of $272,085,839.65. The Offered Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of May 28, 1997, among
the Registrant, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer" or "Norwest Bank"), Firstar Trust Company, as trustee,
and First Union National Bank of North Carolina, as trust administrator (the
"Agreement"), a copy of which is filed as an exhibit hereto. Mortgage
Pass-Through Certificates, Series 1997-8, Class A-WIO Certificates having no
principal balance and Class B-3, Class B-4 and Class B-5 Certificates, having an
aggregate initial principal balance of $2,333,351.34 (the "Private Class B
Certificates" and, together with the Class A-WIO Certificates 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 99.15% 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 Class B Certificates, distributions on which are subordinated to
distributions on the Offered Certificates.
Interest on the Offered Certificates (other than the Class A-PO
Certificates) will be distributed on each Distribution Date (as defined in the
Agreement). Monthly distributions in reduction of the principal balance of the
Offered Certificates will be allocated to the Offered Certificates in accordance
with the priorities set forth in the Agreement. Distributions of interest and in
reduction of principal balance on any Distribution Date will be made to the
extent that the Pool Distribution Amount is sufficient therefor.
An election will be made to treat the Trust Estate a REMIC for federal
income tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-WIO, Class A-PO, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates will be treated as "regular interests" in the REMIC and the
Class A-R Certificate will be treated as the "residual interest" in the REMIC.
<PAGE>
ITEM 7. Financial Statements and Exhibits
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(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated
as of May 28, 1997, among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association, Firstar
Trust Company, as trustee, and First
Union National Bank of North Carolina,
as trust administrator.
<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
May 28, 1997
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Patrick Greene
Assistant 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 May 28, 1997 among Norwest
Asset Securities Corporation, Norwest Bank
Minnesota, National Association, Firstar Trust
Company, as trustee, and First Union National Bank
of North Carolina, as trust administrator.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRSTAR TRUST COMPANY
(Trustee)
and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of May 28, 1997
$274,419,190.99
Mortgage Pass-Through Certificates
Series 1997-8
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<PAGE>
This Pooling and Servicing Agreement, dated as of May 28, 1997 executed
by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer, FIRSTAR TRUST COMPANY, as Trustee and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: Any of the Class A-7 Group I Accrual
Companion Component Accretion Termination Date or Class A-7 Group II Accrual
Companion Component Accretion Termination Date.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates and (ii) the principal portion of all
Realized Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (y) the principal portion of any Realized Loss (other than a Debt
Service Reduction) incurred on such Mortgage Loan from the Cut-Off Date through
the end of the month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and the Class
M Certificates or any Class B Subclass, the greater of (A) zero and (B) (i) the
principal balance of such Class or Subclass with respect to such Distribution
Date minus (ii) the Adjustment Amount for such Distribution Date less, with
respect to the Class M Certificates, the Class B Principal Balance or, with
respect to any Class B Subclass, the Class B Subclass Principal Balances for any
Class B Subclasses with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance, Class M Principal Balance and
Class B Principal Balance as of the related Determination Date and (B) the sum
of (i) the sum of the Class A Principal Balance, Class M Principal Balance and
Class B Principal Balance as of the Determination Date succeeding such
Distribution Date, (ii) the principal portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Certificates
with respect to such Distribution Date and (iii) the aggregate amount that would
have been distributed to all Classes as principal in accordance with Section
4.01(a) for such Distribution Date without regard to the provisos in the
definitions of Class M Optimal Principal Amount, Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount and Class B-5 Optimal Principal Amount.
Aggregate Current Bankruptcy Losses: With respect to any Distribution
Date, the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in
the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date,
the sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Mortgage
Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trust
Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trust Administrator in writing
that such Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal $100,000
minus the aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates or, following the reduction of the Class B Principal Balance to
zero, solely to the Class M Certificates in accordance with Section 4.02(a)
since the Cut-Off Date. As of any Distribution Date on or after the first
anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a) the
Bankruptcy Loss Amount calculated as of the close of business on the Business
Day immediately preceding the most recent anniversary of the Cut-Off Date
coinciding with or preceding such Distribution Date (the "Relevant Anniversary")
and (b) such lesser amount which, as determined on the Relevant Anniversary will
not cause any rated Certificates to be placed on credit review status (other
than for possible upgrading) by either Rating Agency minus (2) the aggregate
amount of Bankruptcy Losses allocated solely to the Class B Certificates or,
following the reduction of the Class B Principal Balance to zero, solely to the
Class M Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary. On and after the Cross-Over Date the Bankruptcy Loss Amount shall
be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates and Class A-10 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, State of North Carolina or State of Wisconsin 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, State of North Carolina or State of Wisconsin
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 Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i)
variations in the Percentage Interest evidenced thereby and (ii) in the case of
the Class A Certificates and Class B Certificates, variations in Subclass
designation and other Subclass characteristics.
Class A Certificate: Any one of Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-PO
Certificates, Class A-WIO Certificates or Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Subclasses of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a) on
such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate
per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum
of the Class A Subclass Interest Accrual Amounts with respect to such
Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Class A Subclass Principal Balances of the Class A
Certificates (other than the Class A-7 and Class A-PO Certificates), (ii) the
lesser of the Component Principal Balance of the Class A-7 Group I Accrual
Companion Component and the Original Component Principal Balance of the Class
A-7 Group I Accrual Companion Component and (iii) the lesser of the Component
Principal Balance of the Class A-7 Group II Accrual Companion Component and the
Original Component Principal Balance of the Class A-7 Group II Accrual Companion
Component.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
sum of the Class A Subclass Unpaid Interest Shortfalls for each Class A Subclass
and (iii) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum, as to each Outstanding Mortgage Loan, of the product
of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum
of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by 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 Trust Administrator 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).
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-7 Group I Accrual Companion Component
Distribution Amount, if any, with respect to such Distribution Date, (ii) the
Class A-7 Group II Accrual Companion Component Distribution Amount, if any, with
respect to such Distribution Date and (iii) 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 May 2002, 100%. As to any Distribution Date
subsequent to May 2002 to and including the Distribution Date in May 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 May 2003 to and including the Distribution Date in May 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 May 2004
to and including the Distribution Date in May 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 May 2005 to and
including the Distribution Date in May 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 May 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 May preceding such Distribution Date (it being understood that for the
purposes of the determination of the Class A Prepayment Percentage for the
current Distribution Date, the current Class A Percentage and Subordinated
Percentage shall be utilized). In order for the reduction referred to in the
second through sixth sentences to be applicable, with respect to any
Distribution Date (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more (including for this purpose any
payments due with respect to Mortgage Loans in foreclosure and REO Mortgage
Loans) must be less than 50% of the current Class 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 June 2002 and May 2003, (2) 35%
of the Original Subordinated Principal Balance if such Distribution Date occurs
between and including June 2003 and May 2004, (3) 40% of the Original
Subordinated Principal Balance if such Distribution Date occurs between and
including June 2004 and May 2005, (4) 45% of the Original Subordinated Principal
Balance if such Distribution Date occurs between and including June 2005 and May
2006, and (5) 50% of the Original Subordinated Principal Balance if such
Distribution Date occurs during or after June 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 Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the sum
of the 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 Certificates, Class A-10 Certificates, Class A-PO
Certificates and Class A-R Certificate.
Class A Subclass: Any of the Subclasses of Class A Certificates
consisting of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-PO Certificates, Class A-WIO
Certificates and Class A-R Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and
any Class A Subclass (other than the Class A-7 Certificates), the amount
distributable to such Class A Subclass pursuant to Paragraphs first, second,
third and fourth of Section 4.01(a). As to the Class A-7 Certificates, the sum
of (a)(i) as to any Distribution Date prior to the Class A-7 Group I Accrual
Companion Component Accretion Termination Date, the amount distributable to the
Class A-7 Certificates with respect to the Class A-7 Group I Accrual Companion
Component pursuant to Paragraph third clause (A) of Section 4.01(a) and any
amounts distributable to the Class A-7 Certificates with respect to the Class
A-7 Group I Accrual Companion Component pursuant to the provisos in Paragraphs
first and second of Section 4.01(a) and (ii) as to any Distribution Date on or
after the Class A-7 Group I Accrual Companion Component Accretion Termination
Date, the amount distributable to the Class A-7 Certificates with respect to the
Class A-7 Group I Accrual Companion Component pursuant to Paragraphs first,
second and third clause (A) of Section 4.01(a) and (b)(i) as to any Distribution
Date prior to the Class A-7 Group II Accrual Companion Component Accretion
Termination Date, the amount distributable to the Class A-7 Certificates with
respect to the Class A-7 Group II Accrual Companion Component pursuant to
Paragraph third clause (A) of Section 4.01(a) and any amounts distributable to
the Class A-7 Certificates with respect to the Class A-7 Group II Accrual
Companion Component pursuant to the provisos in Paragraphs first and second of
Section 4.01(a) and (ii) as to any Distribution Date on or after the Class A-7
Group II Accrual Companion Component Accretion Termination Date, the amount
distributable to the Class A-7 Certificates with respect to the Class A-7 Group
II Accrual Companion Component pursuant to Paragraphs first, second and third
clause (A) of Section 4.01(a).
Class A Subclass Interest Accrual Amount: As to any Distribution Date
and any Class A Subclass (other than the Class A-7, 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 with
respect to such Distribution Date pursuant to Section 4.02(e) and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e). As
to the Class A-7 Certificates, the sum of the Component Interest Accrual Amounts
for the Class A-7 Group I Accrual Companion Component and the Class A-7 Group II
Accrual Companion Component. As to any Distribution Date and the Class A-WIO
Certificates, the Class A-WIO Interest Accrual Amount. The Class A-PO
Certificates have no Class A Subclass Interest Accrual Amount.
Class A Subclass Interest Percentage: As to any Distribution Date and
any Class A Subclass (other than the Class A-7 Certificates), the percentage
calculated by dividing the Class A Subclass Interest Accrual Amount of such
Class A Subclass (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Class A Subclass Interest Accrual Amount
and each Component Interest Accrual Amount).
Class A Subclass Interest Shortfall Amount: As to any Distribution
Date and any Subclass of Class A Certificates, any amount by which the Class A
Subclass Interest Accrual Amount of such Class A Subclass with respect to such
Distribution Date exceeds the amount distributed in respect of such Class A
Subclass on such Distribution Date pursuant to Paragraph first of Section
4.01(a) (including (i) in the case of the Class A-7 Certificates with respect to
the Class A-7 Group I Accrual Companion Component prior to the Class A-7 Group I
Accrual Companion Component Accretion Termination Date, the amount included in
the Class A-7 Group I Accrual Companion Component Distribution Amount pursuant
to clause (i) of the definition thereof and (ii) in the case of the Class A-7
Certificates with respect to the Class A-7 Group II Accrual Companion Component
prior to the Class A-7 Group II Accrual Companion Component Accretion
Termination Date, the amount included in the Class A-7 Group II Accrual
Companion Component 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-7 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 (other than the Class A-7 Certificates) or Component Principal
Balance of any Class A-7 Component not then outstanding), in each case
determined as of the preceding Determination Date.
Class A Subclass Pass-Through Rate: As to each Class A Subclass, other
than the Class A-7, Class A-PO and Class A-WIO Certificates, the Class A Fixed
Pass-Through Rate. The Class A-7 Certificates have no Class A Subclass
Pass-Through Rate. The Class A-PO Certificates are not entitled to interest and
have no Class A Subclass Pass-Through Rate. As to the Class A-WIO Certificates,
the Class A-WIO 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-7 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-WIO and 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
such Class A Subclass on prior Distribution Dates (A) pursuant to Paragraph
third clause (A) of Section 4.01(a), (B) as a result of a Principal Adjustment,
(C) if applicable, from the Class A-7 Group I Accrual Companion Component
Distribution Amount for such prior Distribution Dates and (D) if applicable,
from the Class A-7 Group II Accrual Companion Component Distribution Amount for
such prior Distribution Dates and (b) the Realized Losses allocated through such
Determination Date to such Class A Subclass pursuant to Section 4.02(b). After
the Cross-Over Date, each such Class A Subclass Principal Balance will also be
reduced on each Determination Date by an amount equal to the product of the
Class A Subclass Loss Percentage of such Class A Subclass and the excess, if
any, of (i) the Class A Non-PO Principal Balance as of such Determination Date
without regard to this sentence over (ii) the difference between (A) the
Adjusted Pool Amount for the preceding Distribution Date and (B) the Adjusted
Pool Amount (PO Portion) for the preceding Distribution Date. As to the Class
A-7 Certificates, the sum of the Component Principal Balances of the Class A-7
Group I Accrual Companion Component and the Class A-7 Group II Accrual Companion
Component. The Class A-WIO Certificates will have no Class A Subclass Principal
Balance.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Class A Subclass Principal
Balance of such Class A Subclass less the sum of (a) all amounts previously
distributed in respect of the Class A-PO Certificates on prior Distribution
Dates pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a) and
(b) the Realized Losses allocated through such Determination Date to the Class
A-PO Certificates pursuant to Section 4.02(b). After the Cross-Over Date, such
Class A Subclass Principal Balance will also be reduced on each Determination
Date by an amount equal to the difference, if any, between such Class A Subclass
Principal Balance as of such Determination Date without regard to this sentence
and the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
Class A Subclass 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 (a) in the case of the Class A-7 Certificates with respect
to the Class A-7 Group I Accrual Companion Component prior to the Class A-7
Group I Accrual Companion Component Accretion Termination Date, the amount
included in the Class A-7 Group I Accrual Companion Component Distribution
Amount pursuant to clause (ii) of the definition thereof and (b) in the case of
the Class A-7 Certificates with respect to the Class A-7 Group II Accrual
Companion Component prior to the Class A-7 Group II Accrual Companion Component
Accretion Termination Date, the amount included in the Class A-7 Group II
Accrual Companion Component Distribution Amount pursuant to clause (ii) of the
definition thereof) on prior Distribution Dates pursuant to Paragraph second of
Section 4.01(a).
Class A Unpaid Interest Shortfall: As to any Distribution Date, an
amount equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for
all the Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator 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
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-2 and
Exhibit D hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-3 and
Exhibit D hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-4 and
Exhibit D hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-4 Percentage: The Class A Subclass Principal Balance of the
Class A-4 Certificates divided by the Pool Balance (Non-PO Portion).
Class A-4 Prepayment Shift Percentage: As to any Distribution Date,
the percentage indicated below:
Distribution Date Occurring In Class A-4 Prepayment Shift Percentage
- ------------------------------ -------------------------------------
June 1997 through May 2002............ 0%
June 2002 through May 2003............ 30%
June 2003 through May 2004............ 40%
June 2004 through May 2005............ 60%
June 2005 through May 2006............ 80%
June 2006 and thereafter................ 100%
Class A-4 Priority Amount: For any Distribution Date, the lesser of
(i) the Class A Subclass Principal Balance of the Class A-4 Certificates and
(ii) the sum of (A) the product of (1) the Class A-4 Percentage and (2) the
Scheduled Principal Amount and (B) the product of (1) the Class A-4 Percentage,
(2) the Class A-4 Prepayment Shift Percentage, and (3) the Unscheduled Principal
Amount.
Class A-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-5 and
Exhibit 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
Trust Administrator and authenticated by the Trust Administrator 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
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-7 and
Exhibit D hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-7 Component: Either of the Class A-7 Group I Accrual Companion
Component or Class A-7 Group II Accrual Companion Component.
Class A-7 Group I Accrual Companion Component 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-10 Certificates
has been reduced to zero or (ii) the Cross-Over Date.
Class A-7 Group I Accrual Companion Component Distribution Amount: As
to any Distribution Date prior to the Class A-7 Group I Accrual Companion
Component Accretion Termination Date, an amount equal to the sum of (i) the
Component Interest Percentage of the Class A-7 Group I Accrual Companion
Component of the Current Class A Interest Distribution Amount and (ii) the
Component Shortfall Percentage of the Class A-7 Group I Accrual Companion
Component of the amount distributed in respect of the Class A-7 Certificates
pursuant to Paragraph second of Section 4.01(a) on such Distribution Date. As to
any Distribution Date on or after the Class A-7 Group I Accrual Companion
Component Accretion Termination Date, zero.
Class A-7 Group I Accrual Companion Component Loss Percentage: As to
any Determination Date, the percentage calculated by dividing (i) the lesser of
the Component Principal Balance of the Class A-7 Group I Accrual Companion
Component and the Original Component Principal Balance of the Class A-7 Group I
Accrual Companion Component by (ii) the Class A Loss Denominator (determined
without regard to the Class A Subclass Principal Balance of any Class A Subclass
(other than the Class A-7 Certificates) or Component Principal Balance of any
Class A-7 Component not then outstanding) determined as of the preceding
Determination Date.
Class A-7 Group I Accrual Companion Component Principal Accretion
Amount: As to any Distribution Date prior to the Class A-7 Group I Accrual
Companion Component 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-7 Group I Accrual Companion Component Distribution Amount with respect
to such Distribution Date. As to any Distribution Date on or after the Class A-7
Group I Accrual Companion Component Accretion Termination Date, zero.
Class A-7 Group II Accrual Companion Component 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-6 Certificates
has been reduced to zero or (ii) the Cross-Over Date.
Class A-7 Group II Accrual Companion Component Distribution Amount: As
to any Distribution Date prior to the Class A-7 Group II Accrual Companion
Component Accretion Termination Date, an amount equal to the sum of (i) the
Component Interest Percentage of the Class A-7 Group II Accrual Companion
Component of the Current Class A Interest Distribution Amount and (ii) the
Component Shortfall Percentage of the Class A-7 Group II Accrual Companion
Component of the amount distributed in respect of the Class A-7 Certificates
pursuant to Paragraph second of Section 4.01(a) on such Distribution Date. As to
any Distribution Date on or after the Class A-7 Group II Accrual Companion
Component Accretion Termination Date, zero.
Class A-7 Group II Accrual Companion Component Loss Percentage: As to
any Determination Date, the percentage calculated by dividing (i) the lesser of
the Component Principal Balance of the Class A-7 Group II Accrual Companion
Component and the Original Component Principal Balance of the Class A-7 Group II
Accrual Companion Component by (ii) the Class A Loss Denominator (determined
without regard to the Class A Subclass Principal Balance of any Class A Subclass
(other than the Class A-7 Certificates) or Component Principal Balance of any
Class A-7 Component not then outstanding) determined as of the preceding
Determination Date.
Class A-7 Group II Accrual Companion Component Principal Accretion
Amount: As to any Distribution Date prior to the Class A-7 Group II Accrual
Companion Component 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-7 Group II Accrual Companion Component Distribution Amount with respect
to such Distribution Date. As to any Distribution Date on or after the Class A-7
Group II Accrual Companion Component Accretion Termination Date, zero.
Class A-8 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-8 and
Exhibit D hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-8 Percentage: The Class A Subclass Principal Balance of the
Class A-8 Certificates divided by the Pool Balance (Non-PO Portion).
Class A-8 Prepayment Shift Percentage: As to any Distribution Date,
the percentage indicated below:
Distribution Date Occurring In Class A-8 Prepayment Shift Percentage
- ------------------------------ -------------------------------------
June 1997 through May 2002.............. 0%
June 2002 through May 2003.............. 30%
June 2003 through May 2004.............. 40%
June 2004 through May 2005.............. 60%
June 2005 through May 2006.............. 80%
June 2006 and thereafter................ 100%
Class A-8 Priority Amount: For any Distribution Date, the lesser of
(i) the Class A Subclass Principal Balance of the Class A-8 Certificates and
(ii) the sum of (A) the product of (1) the Class A-8 Percentage and (2) the
Class A-8 Shift Percentage and (3) the Scheduled Principal Amount and (B) the
product of (1) the Class A-8 Percentage, (2) the Class A-8 Prepayment Shift
Percentage, and (3) the Unscheduled Principal Amount.
Class A-8 Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Distribution Date Occurring In Class A-8 Shift Percentage
June 1997 through May 2002.......... 0%
June 2002 and thereafter............ 100%
Class A-9 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-9 and
Exhibit D hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-10 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-10 and
Exhibit D hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-PO Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-PO and
Exhibit D hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Distribution Amount As to any Distribution Date, the
aggregate amount distributable to the Class A-PO Certificates pursuant to
Paragraphs third clause (B) and fourth of Section 4.01(a) on such Distribution
Date.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on
the Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by
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
Trust Administrator in respect of such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-R and Exhibit 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
Trust Administrator and authenticated by the Trust Administrator 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 with respect to such Distribution Date, (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class A Certificates with respect to such Distribution
Date pursuant to Section 4.02(e) and (z) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e).
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 7.500%
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, 7.500% 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
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit D hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by 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 Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-1 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-1 Percentage for such Distribution Date will be zero.
Class B-1 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class M
Principal Balance as of such Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit D hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by 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 Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-2 Percentage for such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Prepayment Percentage for such
Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-2 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance the Class M
Principal Balance and the Class B-1 Principal Balance as of such Determination
Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit D hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by 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 Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-3 Percentage for such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Prepayment Percentage for such
Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
through such Determination Date allocated to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class M
Principal Balance, the Class B-1 Principal Balance and the Class B-2 Principal
Balance as of such Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit D hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by 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 Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-4 Percentage for such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Prepayment Percentage for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class M
Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance and the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit D hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by 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 Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-5 Percentage for such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such
Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-5 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class A
Principal Balance, the Class M Principal Balance, the Class B-1 Principal
Balance, the Class B-2 Principal Balance, the Class B-3 Principal Balance and
the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Class M Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit C and Exhibit D hereto.
Class M Certificateholder: The registered holder of a Class M
Certificate.
Class M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class M Certificates pursuant to Paragraphs
fifth, sixth and seventh of Section 4.01(a).
Class M Interest Accrual Amount: As to any Distribution Date, an
amount equal to (i) the product of 1/12th of the Class M Pass-Through Rate and
the Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M Certificates with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).
Class M Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class M Interest Accrual Amount with respect to such
Distribution Date exceeds the amount distributed in respect of the Class M
Certificates on such Distribution Date pursuant to Paragraph fifth of Section
4.01(a).
Class M Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class M Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class M Prepayment Percentage of all Unscheduled
Principal Receipts that were received by 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 Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class 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, 7.500% per
annum.
Class M Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (a) if any Class
B Certificates are eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (a) if any Class B Certificates are eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d), a fraction, the numerator of which is the Class M Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (b) except as set forth in Section
4.01(d)(ii), if the Class B Certificates are not eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d)(i), one.
Class M Principal Balance: As to the first Determination Date, the
Original Class M Principal Balance. As of any subsequent Determination Date, the
lesser of (i) the Original Class M Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class M Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class M Certificates pursuant to Section
4.02(b) and (ii) the Adjusted Pool Amount as of the preceding Distribution Date
less the Class A Principal Balance as of such Determination Date.
Class M Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class M Interest Shortfall Amounts
for prior Distribution Dates is in excess of the amounts distributed in respect
of the Class M Certificates on prior Distribution Dates pursuant to Paragraph
sixth of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency 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.
Component: Either of the Class A-7 Components.
Component Interest Accrual Amount: As to any Distribution Date and
either Component, (i) the product of (a) 1/12th of the Component Rate for such
Component and (b) the Component Principal Balance for such Component as of the
Determination Date preceding such Distribution Date minus (ii) the Component
Interest Percentage of such Component of (x) any Non-Supported Interest
Shortfall allocated to the Class A Certificates with respect to such
Distribution Date, (y) the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A
Certificates with respect to such Distribution Date pursuant to Section 4.02(e)
and (z) the interest portion of any Realized Losses (other than Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to
the Class A Certificates on or after the Cross-Over Date pursuant to Section
4.02(e).
Component Interest Percentage: As to any Distribution Date and Class
A-7 Component, the percentage calculated by dividing the Component Interest
Accrual Amount of such Component (determined without regard to clause (ii) of
the definition thereof) by the Class A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Class A Subclass
Interest Accrual Amount (other than for the Class A-7 Certificates) and each
Component Interest Accrual Amount).
Component Interest Shortfall Amount: As to any Distribution Date and
Class A-7 Component, the product of (a) the Class A Subclass Interest Shortfall
Amount of the Class A-7 Certificates for such Distribution Date and (b) a
fraction, the numerator of which is the applicable Component Interest Accrual
Amount and the denominator of which is the Class A Subclass Interest Accrual
Amount of the Class A-7 Certificates.
Component Interest Shortfall Distribution: As to any Distribution Date
and Class A-7 Component, the product of (i) the amount that would be
distributable in respect of the Class A-7 Certificates with respect to such
Distribution Date pursuant to Paragraph second of Section 4.01(a) without regard
to the proviso set forth in such Paragraph and (ii) the Component Shortfall
Percentage for such Distribution Date.
Component Loss Percentage: As to any Determination Date and the Class
A-7 Group I Accrual Companion Component, the Class A-7 Group I Accrual Companion
Component Loss Percentage. As to any Determination Date and the Class A-7 Group
II Accrual Companion Component, the Class A-7 Group II Accrual Companion
Component Loss Percentage.
Component Principal Balance: As of the first Determination Date and as
to either Class A-7 Component, the Original Component Principal Balance. As of
any subsequent Determination Date and as to either Class A-7 Component prior to
the Cross-Over Date, the Original Component Principal Balance (increased (i) in
the case of the Class A-7 Group I Accrual Companion Component by the Class A-7
Group I Accrual Companion Component Principal Accretion Amount with respect to
prior Distribution Dates and (ii) in the case of the Class A-7 Group II Accrual
Companion Component by the Class A-7 Group II Accrual Companion Component
Principal Accretion Amount with respect to prior Distribution Dates) less the
sum of (a) all amounts previously distributed in respect of such Component on
prior Distribution Dates (A) pursuant to Paragraph third clause (A) of Section
4.01(a), (B) as a result of a Principal Adjustment, (C) if applicable, from the
Class A-7 Group I Accrual Companion Component Distribution Amounts for such
prior Distribution Dates and (D) if applicable, from the Class A-7 Group II
Accrual Companion Component Distribution Amounts for such prior Distribution
Dates and (b) the Realized Losses allocated through such Determination Date to
such Component pursuant to Section 4.02(b). After the Cross-Over Date, the
Component Principal Balance will also be reduced on each Determination Date by
an amount equal to the product of the Component Loss Percentage for such
Component and the excess, if any, of (i) the Class A Non-PO Principal Balance
for 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.
Component Rate: As to any Distribution Date and for each Class A-7
Component, 7.500% per annum.
Component Shortfall Percentage: As to any Distribution Date and Class
A-7 Component, the percentage calculated by dividing the Component Unpaid
Interest Shortfall for such Component by the Class A Subclass Unpaid Interest
Shortfall for the Class A-7 Certificates, in each case determined as of the
Business Day preceding the applicable Distribution Date.
Component Unpaid Interest Shortfall: As to any Distribution Date and
Class A-7 Component, the product of (i) the sum of the Component Interest
Shortfall Amounts for such Component for prior Distribution Dates minus (ii) the
Component Interest Shortfall Distributions for such Component for prior
Distribution Dates.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or the Trustee, as the case may be, at which at any particular
time its corporate trust business shall be administered, which office, with
respect to the Trust Administrator, at the date of the execution of this
instrument is located at 230 South Tryon Street, Charlotte, North Carolina 28288
and, with respect to the Trustee, at the date of the execution of this
instrument is located at 615 East Michigan Street, Lewis Center, 4th Floor,
Milwaukee, Wisconsin 53202.
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class A Subclasses pursuant to
Paragraph first of Section 4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class B Certificates pursuant to
Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-4 and Class
B-5 Certificates by the sum of the Class A Non-PO Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Subclass Principal Balance of the Class B-5 Certificates by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-4 Fractional Interest.
Current Class M Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class M Fractional Interest.
Current Class M Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class M Certificates pursuant to
Paragraph fifth of Section 4.01(a) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not
a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trust Administrator, substantially in the form of Exhibit E
hereto, as the same may be amended or modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DCR: Duff & 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-3 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 Trust
Administrator has received through the Clearing Agency evidence of death
satisfactory to the Trust Administrator and any tax waivers requested by the
Trust Administrator.
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-WIO Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class A-WIO Certificates, the Percentage Interest
specified on the face of each Class A-WIO 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 7.500%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and
credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated
in the highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as would
not result in the downgrading or withdrawal of the rating then assigned
to any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of
any state thereof and subject to supervision and examination by federal
and/or state banking authorities, provided that the commercial paper
and/or debt obligations of such depository institution or trust company
(or in the case of the principal depository institution in a holding
company system, the commercial paper or debt obligations of such
holding company) are then rated in the highest short-term or the
highest long-term rating category for such securities of each of the
Rating Agencies, or such lower rating categories as would not result in
the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating Agency
at the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United
States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in (iv)
above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America
or any state thereof which, at the time of such investment or
contractual commitment providing for such investment, are then rated in
the highest short-term or the highest long-term rating category by each
Rating Agency, or in such lower rating category as would not result in
the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency
as would not result in the downgrading of the rating then assigned to
the Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-3 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
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 $5,488,383.82 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt
with respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Group I PAC Certificates: The Class A-1 and Class A-9 Certificates.
Group I PAC Principal Amount: As defined in Section 4.01(b).
Group I Scheduled Certificates: The Class A-10 Certificates.
Group I Scheduled Principal Amount: As defined in Section 4.01(b).
Group II PAC Certificates: The Class A-5 Certificates.
Group II PAC Principal Amount: As defined in Section 4.01(b).
Group II Scheduled Certificates: The Class A-6 Certificates.
Group II Scheduled Principal Amount: As defined in Section 4.01(b).
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Individual Class A-3 Certificate: A Class A-3 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.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trust Administrator
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.28.
Mid-Month Receipt Period: With respect to each Distribution Date, the
one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
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 Trust Administrator on the Closing Date as part of the Trust Estate and
attached hereto as Exhibits F-1, F-2 and F-3, which list may be amended
following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Section 2.02 or 2.03 and which list shall set forth at a minimum the
following information of the close of business on the Cut-Off Date (or, with
respect to Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged
Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee; 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 Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.
Net Liquidation Proceeds: As to any 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 7.500%.
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 Trust
Administrator, as the case may be, and which the Servicer or the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance, 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(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in
interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage
Loan Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1 and Exhibit F-2 Mortgage Loans initially by Norwest
Mortgage.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to 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 (other than with respect to the Class A-7 Certificates) or Component
Principal Balance would be subject to further reduction as a result of the third
sentence of the definition of Class A Subclass Principal Balance or Component
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 (i) 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-8, Class A-9, Class A-10 and Class A-R
Certificates and (ii) the Original Component Principal Balances of the Class A-7
Group I Accrual Companion Component and Class A-7 Group II Accrual Companion
Component, as set forth in Section 11.07.
Original Class A Subclass Principal Balance: Any of the Original Class
A Subclass Principal Balances as set forth in Section 11.05.
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance and Original Class B-5
Principal Balance, as set forth in Section 11.17.
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 Component Principal Balance: Any of the Original Component
Principal Balances, as set forth in Section 11.06.
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 Trust Administrator
(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: Any of the Group I PAC Certificates or Group II PAC
Certificates.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than
a 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-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 Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Mortgage Loans (including, without limitation, the proceeds of any
repurchase of a Mortgage Loan by the Seller and any Substitution Principal
Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trust Administrator pursuant to Section 3.03 and
(iii) all other amounts required to be placed in the Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trust Administrator on or prior to the Distribution Date, but excluding
the following:
(a) amounts received as late payments of principal or interest
and respecting which the Master Servicer or the Trust Administrator has
made one or more unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to reimburse
any unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the 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 other than Recoveries covered by the last
sentence of Section 4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate of 7.500% or greater.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class M Optimal Principal
Amount, Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class
B-5 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class or Subclass.
Principal Balance: Each of the Class A Subclass Principal Balances,
the Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal Balance.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the
Code.
Prudent Servicing Practices: The standard of care set forth in 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, the Trust
Administrator and the Master Servicer. References herein to the highest
short-term rating category of a Rating Agency shall mean P-1 in the case of
Moody's, 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
Moody's, AAA in the case of DCR and in the case of any other Rating Agency shall
mean its equivalent of such rating without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated
Loan Losses (including Special Hazard Losses and Fraud Losses) and (ii)
Bankruptcy Losses incurred in the month preceding the month of such Distribution
Date.
Record Date: The last Business Day of the month preceding the month of
the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or, with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee or the
Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rounding Account: The special account established with the Trust
Administrator and maintained by the Trust Administrator 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: Any of the Group I Scheduled Certificates or
Group II Scheduled 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, but without that amount being
multiplied by the Class A Percentage.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution
Date, the principal balance of such Mortgage Loan as of the Due Date in the
month preceding the month of such Distribution Date as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the 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 Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage Inc., First Union Mortgage
Corporation, National City Mortgage Company, SunTrust Mortgage Inc., Countrywide
Home Loans, Inc., Cimarron Mortgage Corp. and The Huntington Mortgage Company 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, the Trust Administrator or the Servicer or any of their
agents or employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $2,744,191.91 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates, as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and or
after the Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date,
the greater of (i) 1.00% and (ii) the largest percentage obtained by dividing
the aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
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-PO, Class A-WIO and
Class A-R and each subdivision of the Class B Certificates, denominated
respectively as Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5.
Subordinated Percentage: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Administrator: First Union National Bank of North Carolina, a
national banking association, or any successor trust administrator appointed as
herein provided.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans, such amounts as may be held from time to time
in the Certificate Account, and the rights of the Trust Administrator, on behalf
of the Trustee to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement, property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.
Trustee: Firstar Trust Company, or any successor trustee appointed as
herein provided.
Unpaid Interest Shortfalls: Each of the Class A Subclass Unpaid
Interest Shortfalls, the Class M Unpaid Interest Shortfall, the Class B-1 Unpaid
Interest Shortfall, the Class B-2 Unpaid Interest Shortfall, the Class B-3
Unpaid Interest Shortfall, the Class B-4 Unpaid Interest Shortfall and the Class
B-5 Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without that amount being
multiplied by the Class A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds and proceeds received from any
condemnation award or proceeds in lieu of condemnation other than that portion
of such proceeds released to the Mortgagor in accordance with the terms of the
Mortgage or Prudent Servicing Practices, but excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts. Except as set forth in the last sentence of
Section 4.02(d), a Recovery shall not be treated as an Unscheduled Principal
Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
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 1997-8 Certificates. The aggregate Voting Interests of
each Subclass of Class A Certificates (other than the Class A-WIO and Class A-PO
Certificates) on any date will be equal to the product of (a) 99% of the portion
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 aggregate Voting Interest of the Class A-WIO Certificates on any date
will be 1% 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 and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder, the Holders of the Certificates any benefit or any legal
or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest 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 Trust
Administrator, as initial custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator or any prior assignment is in the process of being recorded on the
Closing Date, the Seller shall deliver a copy thereof, certified by Norwest
Mortgage or the applicable Norwest Mortgage Correspondent to be a true and
complete copy of the document sent for recording, and the Seller shall use its
best efforts to cause each such original recorded document or certified copy
thereof to be delivered to the Trust Administrator promptly following its
recordation, but in no event later than one (1) year following the Closing Date.
The Seller shall also cause to be delivered to the Trust Administrator any other
original mortgage loan document to be included in the Owner Mortgage Loan File
if a copy thereof has been delivered. The Seller shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate by reason of the failure
of the Seller to cause to be delivered to the Trust Administrator within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to
the extent set forth in any Servicing Agreement, deliver or cause to be
delivered to the Trust Administrator the assignment of the Mortgage Loan from
the Seller to the Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to the related
Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage
Loans as a financing, to perfect a first priority security interest in favor of
the Trustee in the related Mortgage Loan. In the event that the Master Servicer
receives notice that recording is required to protect the right, title and
interest of the Trustee in and to any such Mortgage Loan for which recordation
of an assignment has not previously been required, the Master Servicer shall
promptly notify the Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
Section 2.02. Acceptance by Trust Administrator.
The Trust Administrator on behalf of the Trustee, acknowledges receipt
of the Mortgage Notes, the Mortgages, the assignments and other documents
required to be delivered on the Closing Date pursuant to Section 2.01 above and
declares that it holds and will hold such documents and the other documents
constituting a part of the Owner Mortgage Loan Files delivered to it in trust,
upon the trusts herein set forth, for the use and benefit of all present and
future Certificateholders. The Trust Administrator agrees, for the benefit of
Certificateholders, to review each Owner Mortgage Loan File within 45 days after
execution of this Agreement in order to ascertain that all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule, and in so doing the Trust Administrator may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If within such 45 day period the
Trust Administrator finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trust Administrator shall promptly (and in no event more than
30 days after the discovery of such defect) notify the Seller, which shall have
a period of 60 days after the date of such notice within which to correct or
cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trust Administrator's notice to it referred to above respecting
such defect, either (i) repurchase the related Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (a) 100%
of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest
at the Mortgage Interest Rate through the last day of the month in which such
repurchase takes place or (ii) if within two years of the Startup Day, or such
other period permitted by the REMIC Provisions, substitute for any Mortgage Loan
to which such material defect relates, a new mortgage loan (a "Substitute
Mortgage Loan") having such characteristics so that the representations and
warranties of the Seller set forth in Section 2.03(b) hereof (other than Section
2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan
originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan
have an unpaid principal balance, as of the date of substitution, greater than
the Scheduled Principal Balance (reduced by the scheduled payment of principal
due on the Due Date in the month of substitution) of the Mortgage Loan for which
it is substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trust Administrator and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, Master Servicer or Trust Administrator with respect to such Mortgage
Loan, shall be deposited in the Certificate Account. The Monthly Payment on the
Substitute Mortgage Loan for the Due Date in the month of substitution shall not
be part of the Trust Estate. Upon receipt by the Trust Administrator of written
notification of any such deposit signed by an officer of the Seller, or the new
Owner Mortgage Loan File, as the case may be, the Trust Administrator shall
release to the Seller the related Owner Mortgage Loan File and shall execute and
deliver such instrument of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Seller legal and beneficial
ownership of such substituted or repurchased Mortgage Loan or property. It is
understood and agreed that the obligation of the Seller to substitute a new
Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a
material defect in a constituent document exists shall constitute the sole
remedy respecting such defect available to the Certificateholders, the Trust
Administrator on behalf of the Trustee and the Trustee on behalf of the
Certificateholders. The failure of the Trust Administrator to give any notice
contemplated herein within forty-five (45) days after the execution of this
Agreement shall not affect or relieve the Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and
delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master Servicer
and the Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee
and the Trust Administrator for the benefit of Certificateholders that, as of
the date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's corporate charter
or by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material contract, agreement or other instrument to
which the Master Servicer is a party or which may be applicable to the
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors'
rights generally and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at
law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would affect its
performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that, as of the date
of execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule
was true and correct in all material respects at the date or dates
respecting which such information is furnished as specified in the
Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is
free and clear of all encumbrances and liens having priority over the
first lien of the Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or interests
arising under or as a result of any federal, state or local law,
regulation or ordinance relating to hazardous wastes or hazardous
substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners
association fees; and if the Mortgaged Property consists of shares of a
cooperative housing corporation, any lien for amounts due to the
cooperative housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance expenses secured by
the real property owned by the cooperative housing corporation; and any
security agreement, chattel mortgage or equivalent document related to,
and delivered to the Trust Administrator or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien on
the property described therein and the Seller has full right to sell
and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage
or the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the Mortgaged
Property in whole or in part from the lien of the Mortgage, or executed
any instrument of release, cancellation, modification or satisfaction,
except in each case as is reflected in an agreement delivered to the
Trust Administrator or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums,
and water, sewer and municipal charges, which previously became due and
owing have been paid, or an escrow of funds has been established, to
the extent permitted by law, in an amount sufficient to pay for every
such item which remains unpaid; and the Seller has not advanced funds,
or received any advance of funds by a party other than the Mortgagor,
directly or indirectly (except pursuant to any Subsidy Loan
arrangement) for the payment of any amount required by the Mortgage,
except for interest accruing from the date of the Mortgage Note or date
of disbursement of the Mortgage Loan proceeds, whichever is later, to
the day which precedes by thirty days the first Due Date under the
related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes
no representations), so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total
or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all
mechanics' and materialmen's liens or liens in the nature thereof;
provided, however, that this warranty shall be deemed not to have been
made at the time of the initial issuance of the Certificates if a title
policy affording, in substance, the same protection afforded by this
warranty is furnished to the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of such property and no
improvements on adjoining properties encroach upon the Mortgaged
Property (unless insured against under the related title insurance
policy); and to the best of the Seller's knowledge, the Mortgaged
Property and all improvements thereon comply with all requirements of
any applicable zoning and subdivision laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable
state or federal laws, regulations and other requirements, pertaining
to usury, and the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to
all occupied portions of the Mortgaged Property and, with respect to
the use and occupancy of the same, including, but not limited to,
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under the
terms of the related Mortgage Note have been made and no Mortgage Loan
had more than one delinquency in the 12 months preceding the Cut-Off
Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is
the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally
and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and, to
the best of the Seller's knowledge, all parties to the Mortgage Note
and the Mortgage had legal capacity to execute the Mortgage Note and
the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loans have been complied
with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which
could not be completed due to weather); and 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 Trust
Administrator, on behalf of the Trustee, of the Seller's interest in
such mortgagee title insurance policy does not require any consent of
or notification to the insurer which has not been obtained or made,
such mortgagee title insurance policy is in full force and effect and
will be in full force and effect and inure to the benefit of the Trust
Administrator on behalf of the Trustee, no claims have been made under
such mortgagee title insurance policy, and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission,
anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of
the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Loan, but in no event less than the
minimum amount necessary to fully compensate for any damage or loss on
a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Loan, the
improvements on the Mortgaged Property were in an area identified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the
full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the 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;
(xxiv) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trust Administrator in place of the related
Mortgage Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living" trust, (i) such trust is in compliance with FNMA or FHLMC
standards for inter vivos trusts and (ii) holding title to the
Mortgaged Property in such trust will not diminish any rights as a
creditor including the right to full title to the Mortgaged Property in
the event foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage
of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity
to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence,
(c) prohibit the holder of the Mortgage from being insured (or
receiving proceeds of insurance) under the hazard insurance policy or
policies relating to the Mortgaged Property or (d) permit any increase
in rent other than pre-established increases set forth in the lease;
(4) the original term of such lease is not less than 15 years; (5) the
term of such lease does not terminate earlier than five years after the
maturity date of the Mortgage Note; and (6) the Mortgaged Property is
located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted
practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and that such breach materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
60 days of the earlier of its discovery or its receipt of notice of any such
breach, the Seller shall cure such breach in all material respects or shall
either (i) repurchase the Mortgage Loan or any property acquired in respect
thereof from the Trust Estate at a price equal to (A) 100% of the unpaid
principal balance of such Mortgage Loan plus (B) accrued interest at the Net
Mortgage Interest Rate for such Mortgage Loan through the last day of the month
in which such repurchase took place or (ii) if within two years of the Startup
Day, or such other period permitted by the REMIC Provisions, substitute for such
Mortgage Loan in the manner described in Section 2.02. The purchase price of any
repurchase described in this paragraph and the Substitution Principal Amount, if
any, plus accrued interest thereon and the other amounts referred to in Section
2.02, shall be deposited in the Certificate Account. It is understood and agreed
that the obligation of the Seller to repurchase or substitute for any Mortgage
Loan or property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates.
The Trust Administrator acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Owner Mortgage Loan Files to it, and,
concurrently with such delivery, has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans together with all other assets
included in the definition of "Trust Estate", receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates
(other than the Class A-R Certificate), the Class M Certificates and the
Subclasses of Class B Certificates as classes of "regular interests" and the
Class A-R Certificate as the single class of "residual interest" in the REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Closing Date is hereby designated as the "Startup Day" of the REMIC within the
meaning of Code Section 860G(a)(9). The "latest possible maturity date" of the
regular interests in the REMIC is June 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 Trust Administrator, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by
the Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
Section 3.02. Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from
the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator
or any Servicer for Periodic Advances made by the Master Servicer or
the Trust Administrator pursuant to Section 3.03(a) or any Servicer
pursuant to any Servicing Agreement with respect to previous
Distribution Dates, such right to reimbursement pursuant to this
subclause (i) being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this purpose, Liquidation
Proceeds, REO Proceeds and proceeds from the purchase, sale, repurchase
or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03, 3.08
or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trust Administrator for any Periodic Advances determined in good faith
to have become Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended
by the Master Servicer or any Servicer pursuant hereto or to any
Servicing Agreement, respectively, in good faith in connection with the
restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or
other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, to pay the Master Servicing Fee with respect
to such Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trust Administrator (or, in certain cases, the Seller) for expenses
incurred by it (including taxes paid on behalf of the Trust Estate) and
recoverable by or reimbursable to it pursuant to Section 3.03(c),
3.03(d) or 6.03 or the second sentence of Section 8.14(a) or pursuant
to such Servicer's Servicing Agreement, provided such expenses are
"unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to
each Mortgage Loan or property acquired in respect thereof that has
been repurchased or replaced pursuant to Section 2.02 or 2.03 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer
with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 3.08 or 9.01, all
amounts received thereon and not required to be distributed as of the
date on which the related repurchase or purchase price or Scheduled
Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of 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 Trust Administrator.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced, (iii) the amount that the Trust
Administrator 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 Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the Trust
Administrator that such failure has occurred. Upon receipt of such
certification, the Trust Administrator shall advance such funds and take such
steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant
to Section 3.03(b). The Master Servicer shall diligently pursue restoration of
such amount to the Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trust Administrator, withdraw from the Certificate Account and remit to the
Trust Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay or advance any
amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
Section 3.04. Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure
of any Mortgage Loan, including but not limited to, collection under any
insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of
such Mortgage Loan, the Trust Administrator shall execute and deliver to the
Master Servicer or such Servicer, as directed by the Master Servicer, court
pleadings, requests for trustee's sale or other documents necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trust Administrator and a statement as
to the reason such documents or pleadings are required and that the execution
and delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
Section 3.05. Reports to the Trustee and Trust Administrator; Annual
Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to time
may, to the extent permitted by the applicable Servicing Agreement, make such
modifications and amendments to such Servicing Agreement as the Master Servicer
deems necessary or appropriate to confirm or carry out more fully the intent and
purpose of such Servicing Agreement and the duties, responsibilities and
obligations to be performed by the Servicer thereunder. Such modifications may
only be made if they are consistent with the REMIC Provisions, as evidenced by
an Opinion of Counsel. Prior to the issuance of any modification or amendment,
the Master Servicer shall deliver to the Trustee and the Trust Administrator
such Opinion of Counsel and an Officer's Certificate setting forth (i) the
provision that is to be modified or amended, (ii) the modification or amendment
that the Master Servicer desires to issue and (iii) the reason or reasons for
such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require the
consent of any Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07,
the Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing
of the Mortgage Loans by each Servicer and the performance by each Servicer of
all services, duties, responsibilities and obligations that are to be observed
or performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's, the
Trust Administrator's and the Certificateholders' reliance on the Master
Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a Mortgage
Loan shall be permitted by the Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled, 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 Trust Administrator the certification required by
Section 3.04 and the Trust Administrator and the Custodian, if any, shall
promptly release to the Seller the Owner Mortgage Loan File relating to the
Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall,
pursuant to the Servicing Agreements, object to the foreclosure upon, or other
related conversion of the ownership of, any Mortgaged Property by the related
Servicer if (i) the Master Servicer believes such Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances or
(ii) such Servicer does not agree to administer such Mortgaged Property, once
the related Mortgage Loan becomes an REO Mortgage Loan, in a manner which would
not result in a federal tax being imposed upon the Trust Estate or the REMIC.
The Master Servicer may enter into a special servicing agreement with
an unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct 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, the Trust Administrator and the Trustee an
Officer's Certificate certifying that an event has occurred which may justify
termination of such Servicing Agreement, describing the circumstances
surrounding such event and recommending what action should be taken by the
Trustee with respect to such Servicer. If the Master Servicer recommends that
such Servicing Agreement be terminated, the Master Servicer's certification must
state that the breach is material and not merely technical in nature. Upon
written direction of the Master Servicer, based upon such certification, the
Trustee shall promptly terminate such Servicing Agreement. Notwithstanding the
foregoing, in the event that (i) Norwest Mortgage fails to make any advance, as
a consequence of which the Trust Administrator is obligated to make an advance
pursuant to Section 3.03 and (ii) the Trust Administrator provides Norwest
Mortgage written notice of the failure to make such advance and such failure
shall continue unremedied for a period of 15 days after receipt of such notice,
the Trust Administrator shall recommend to the Trustee the termination of the
Norwest Servicing Agreement without the recommendation of the Master Servicer
and upon such recommendation the Trustee shall terminate the Norwest Servicing
Agreement. The Master Servicer shall indemnify the Trustee and the Trust
Administrator and hold each harmless from and against any and all claims,
liabilities, costs and expenses (including, without limitation, reasonable
attorneys' fees) arising out of, or assessed against the Trustee or the Trust
Administrator in connection with termination of such Servicing Agreement at the
direction of the Master Servicer. In addition, the Master Servicer shall
indemnify the Trustee and hold it harmless from and against any and all claims,
liabilities, costs and expenses (including, without limitation, reasonable
attorneys' fees) arising out of, or assessed against the Trustee in connection
with the termination of the Norwest Servicing Agreement as provided in the
second preceding sentence. If the Trustee terminates such Servicing Agreement,
the Trustee may enter into a substitute Servicing Agreement with the Master
Servicer or, at the Master Servicer's nomination, with another mortgage loan
service company acceptable to the Trustee, the Trust Administrator, the Master
Servicer and each Rating Agency under which the Master Servicer or such
substitute servicer, as the case may be, shall assume, satisfy, perform and
carry out all liabilities, duties, responsibilities and obligations that are to
be, or otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. Until such time as the
Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates, the
Class M Certificates and the Class B-1 and Class B-2 Certificates pursuant to
the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Subclasses of Class A Certificates, pro rata based on
their respective Class A Subclass Interest Accrual Amounts in an aggregate
amount up to the sum of the Class A Subclass Interest Accrual Amounts with
respect to such Distribution Date; provided, that prior to the applicable
Accretion Termination Date, an amount equal to the amount that would otherwise
be distributable in respect of interest to the Class A-7 Certificates with
respect to the Class A-7 Components pursuant to this provision will be
distributed in reduction of the Component Principal Balances thereof and the
Class A Subclass Principal Balances of the Class A-10 Certificates and the Class
A-6 Certificates in accordance with Section 4.01(b);
second, to the Subclasses of Class A Certificates, pro rata based on
their respective unpaid Class A Subclass Interest Shortfall Amounts in an
aggregate amount up to the sum of the Class A Subclass Interest Shortfall
Amounts; provided, that prior to the applicable Accretion Termination Date, an
amount equal to the amount that would otherwise be distributable as interest
shortfalls to the Class A-7 Certificates with respect to the Class A-7
Components pursuant to this provision will be distributed in reduction of the
Component Principal Balances thereof and the Class A Subclass Principal Balances
of the Class A-10 Certificates and the Class A-6 Certificates in accordance with
Section 4.01(b);
third, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and the Class A-PO Certificates, pro rata, based on their
respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Subclasses of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such
Subclasses in accordance with Section 4.01(b) or Section 4.01(c), as applicable,
and (B) to the Class A-PO Certificates in an amount up to the Class A-PO Optimal
Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard to
this Paragraph fourth) first to the Class B-5 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-4 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-3 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-2 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-1 Certificates pursuant to Paragraph
tenth below, and sixth to the Class M Certificates pursuant to Paragraph seventh
below;
fifth, to the Class M Certificates in an amount up to the Class M
Interest Accrual Amount with respect to such Distribution Date;
sixth, to the Class M Certificates in an amount up to the Class M
Unpaid Interest Shortfall;
seventh, to the Class M Certificates in an amount up to the Class M
Optimal Principal Amount; provided, however, that the amount distributable to
the Class M Certificates pursuant to this Paragraph seventh will be reduced by
the amount, if any, that would have been distributable to the Class M
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eighth, to the Class B-1 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-1 Certificates with respect to
such Distribution Date;
ninth, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
tenth, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-1 Certificates pursuant to this Paragraph tenth will be reduced by
the amount, if any, that would have been distributable to the Class B-1
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-2 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
thirteenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this Paragraph thirteenth will be
reduced by the amount, if any, that would have been distributable to the Class
B-2 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
fourteenth, to the Class B-3 Certificates in an amount up to the Class
B Subclass Interest Accrual Amount for the Class B-3 Certificates with respect
to such Distribution Date;
fifteenth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
sixteenth, to the Class B-3 Certificates in an amount up to the Class
B-3 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-3 Certificates pursuant to this Paragraph sixteenth will be
reduced by the amount, if any, that would have been distributable to the Class
B-3 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
seventeenth, to the Class B-4 Certificates in an amount up to the
Class B Subclass Interest Accrual Amount for the Class B-4 Certificates with
respect to such Distribution Date;
eighteenth, to the Class B-4 Certificates in an amount up to the Class
B-4 Unpaid Interest Shortfall;
nineteenth, to the Class B-4 Certificates in an amount up to the Class
B-4 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-4 Certificates pursuant to this Paragraph nineteenth will be
reduced by the amount, if any, that would have been distributable to the Class
B-4 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
twentieth, to the Class B-5 Certificates in an amount up to the Class
B Subclass Interest Accrual Amount for the Class B-5 Certificates with respect
to such Distribution Date;
twenty-first, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
twenty-second, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class or Subclass (other than the Class A-R Certificate) has been
reduced to zero, such Class or Subclass will be entitled to no further
distributions of principal or interest (including, without limitation, any
Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
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-WIO and Class
A-PO Certificates) pro rata based on the Class A Subclass Principal Balances.
(b) The Class A-WIO Certificates are interest-only Certificates and
are not entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the Class A-7 Group I
Accrual Companion Component Accretion Termination Date, an amount equal to the
Class A-7 Group I Accrual Companion Component Distribution Amount, if any, for
such Distribution Date will be allocated as follows: first, to the Class A-10
Certificates up to their Group I Scheduled Principal Amount for such
Distribution Date and second, to the Class A-7 Group I Accrual Companion
Component, until the Component Principal Balance thereof has been reduced to
zero.
On each Distribution Date occurring prior to the Class A-7 Group II
Accrual Companion Component Accretion Termination Date, an amount equal to the
Class A-7 Group II Accrual Companion Component Distribution Amount, if any, for
such Distribution Date will be allocated as follows: first, to the Class A-6
Certificates up to their Group II Scheduled Principal Amount for such
Distribution Date and second, to the Class A-7 Group II Accrual Companion
Component, until the Component 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 Subclasses of Class
A Certificates (other than the Class A Subclass Principal Balance of the Class
A-PO Certificates) concurrently, as follows:
(i) 72.6234579689%, sequentially, as follows:
(a) to the Class A-4 Certificates up to the Class A-4 Priority
Amount;
(b) to the Class A-R Certificate until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(c) sequentially, to the Class A-1 and Class A-9 Certificates,
in that order, up to their respective Group I PAC Principal Amounts for
such Distribution Date;
(d) to the Class A-10 Certificates up to their Group I
Scheduled Principal Amount for such Distribution Date;
(e) to the Class A-7 Group I Accrual Companion Component,
until the Component Principal Balance thereof has been reduced to zero;
(f) to the Class A-10 Certificates, without regard to their
Group I Scheduled Principal Amount, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(g) sequentially, to the Class A-1 and Class A-9 Certificates,
in that order, without regard to their respective Group I PAC Principal
Amounts, until the Class A Subclass Principal Balance of each such
Subclass has been reduced to zero;
(h) to the Class A-2 Certificates, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(i) to the Class A-3 Certificates, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(j) to the Class A-4 Certificates, without regard to the Class
A-4 Priority Amount, until the Class A Subclass Principal Balance
thereof has been reduced to zero;
(ii) 27.3765420311%, sequentially, as follows:
(a) to the Class A-8 Certificates up to the Class A-8 Priority
Amount;
(b) to the Class A-5 Certificates, up to their Group II PAC
Principal Amount with respect to such Distribution Date;
(c) to the Class A-6 Certificates up to their Group II
Scheduled Principal Amount for such Distribution Date;
(d) to the Class A-7 Group II Accrual Companion Component,
until the Component Principal Balance thereof has been reduced to zero;
(e) to the Class A-6 Certificates, without regard to their
Group II Scheduled Principal Amount, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(f) to the Class A-5 Certificates, without regard to their
Group II PAC Principal Amount, until the Class A Subclass Principal
Balance thereof has been reduced to zero;
(g) to the Class A-8 Certificates, without regard to the Class
A-8 Priority Amount, until the Class A Subclass Principal Balance
thereof has been reduced to zero.
As used above, the "Group I PAC Principal Amount" for any Distribution
Date and for each Subclass of Group I PAC Certificates means the amount, if any,
that would reduce the Class A Subclass Principal Balance of such Subclass to the
percentage of its initial Class A Subclass Principal Balance shown in the
following tables with respect to such Distribution Date.
As used above, the "Group II PAC Principal Amount" for any
Distribution Date and for the Group II PAC Certificates means the amount, if
any, that would reduce the Class A Subclass Principal Balance of such Subclass
to the percentage of its initial Class A Subclass Principal Balance shown in the
following tables with respect to such Distribution Date.
As used above, the "Group I Scheduled Principal Amount" for any
Distribution Date and for the Group I Scheduled Certificates means the amount,
if any, that would reduce the Class A Subclass Principal Balance of such
Subclass to the percentage of its initial Class A Subclass Principal Balance
shown in the following table with respect to such Distribution Date.
As used above, the "Group II Scheduled Principal Amount" for any
Distribution Date and the Group II Scheduled Certificates means the amount, if
any, that would reduce the Class A Subclass Principal Balance of such Subclass
to the percentage of its initial Class A Subclass Principal Balance shown in the
following table with respect to such Distribution Date.
The following tables set forth for each Distribution Date the planned
Class A Subclass Principal Balances for each Subclass of PAC Certificates and
the scheduled Class A Subclass Principal Balances for each Subclass of Scheduled
Certificates, each expressed as a percentage of the initial Class A Subclass
Principal Balance of such Subclass.
<PAGE>
Planned Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balances
<TABLE>
<CAPTION>
Class A-1 Certificates
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
<S> <C> <C> <C> <C> <C>
Up to and including March 2000 66.11243132% October 2001 27.93290019%
September 1998 100.00000000% April 2000 64.04548930 November 2001 25.98619977
October 1998 98.53365620 May 2000 61.98503922 December 2001 24.04565246
November 1998 97.00770876 June 2000 59.93106236 January 2002 22.11124143
December 1998 95.42260967 July 2000 57.88354012 February 2002 20.18294990
January 1999 93.77889433 August 2000 55.84245399 March 2002 18.26076123
February 1999 92.07720218 September 2000 53.80778550 April 2002 16.34465884
March 1999 90.31812602 October 2000 51.77951638 May 2002 14.43462631
April 1999 88.50256323 November 2000 49.75762837 June 2002 12.66281252
May 1999 86.63137618 December 2000 47.74210335 July 2002 10.89662173
June 1999 84.70572752 January 2001 45.73292332 August 2002 9.13603543
July 1999 82.72804317 February 2001 43.73007030 September 2002 7.38103522
August 1999 80.70388079 March 2001 41.73352653 October 2002 5.63160283
September 1999 78.64019525 April 2001 39.74327419 November 2002 3.88772001
October 1999 76.54518255 May 2001 37.75929567 December 2002 2.14936856
November 1999 74.44549664 June 2001 35.78157346 January 2003 0.41653044
December 1999 72.35239772 July 2001 33.81009010 February 2003 and
January 2000 70.26586659 August 2001 31.84482826 thereafter 0.00000000
February 2000 68.18588412 September 2001 29.88577066
</TABLE>
<TABLE>
<CAPTION>
Class A-5 Certificates
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
<S> <C> <C> <C> <C> <C>
Up to and including July 1999 68.96143332% June 2000 28.35721751%
September 1998 100.00000000% August 1999 65.32853987 July 2000 24.74998885
October 1998 97.36796898 September 1999 61.62798210 August 2000 21.16079074
November 1998 94.62711470 October 1999 57.87534608 September 2000 17.58953116
December 1998 91.77859694 November 1999 54.12050276 October 2000 14.03611855
January 1999 88.82374876 December 1999 50.38444354 November 2000 10.50046209
February 1999 85.76411414 January 2000 46.66707253 December 2000 6.98247100
March 1999 82.60116465 February 2000 42.96829426 January 2001 3.48205548
April 1999 79.33695558 March 2000 39.28801387 February 2001 and
May 1999 75.97348852 April 2000 35.62613682 thereafter 0.00000000
June 1999 72.51333633 May 2000 31.98256921
</TABLE>
<PAGE>
Class A-9 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
<S> <C> <C> <C> <C> <C>
Up to and including April 2003 37.59432648% June 2003 and
January 2003 100.00000000% May 2003 15.11127962 thereafter 0.00000000%
February 2003 82.77517638
March 2003 60.14888076
</TABLE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balances
Class A-6 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
<S> <C> <C> <C> <C> <C>
June 1997 99.48313974% March 1999 70.07387139% December 2000 39.68188367%
July 1997 98.84819583 April 1999 68.60630026 January 2001 38.51263390
August 1997 98.09536429 May 1999 67.10011969 February 2001 37.37029326
September 1997 97.22498208 June 1999 65.55823246 March 2001 34.78590392
October 1997 96.23752760 July 1999 63.98485159 April 2001 32.23533050
November 1997 95.13374471 August 1999 62.38734097 May 2001 29.71814256
December 1997 93.91439048 September 1999 60.77430926 June 2001 27.23391518
January 1998 92.58036290 October 1999 59.15538561 July 2001 24.78222873
February 1998 91.13270048 November 1999 57.55861729 August 2001 22.36266901
March 1998 89.57258108 December 1999 55.99539089 September 2001 19.97482700
April 1998 87.90132088 January 2000 54.46521912 October 2001 17.61829895
May 1998 86.12037285 February 2000 52.96762110 November 2001 15.29268620
June 1998 84.23132477 March 2000 51.50212243 December 2001 12.99759511
July 1998 82.23589746 April 2000 50.06825492 January 2002 10.73263714
August 1998 80.13599546 May 2000 48.66555673 February 2002 8.49742862
September 1998 77.93370302 June 2000 47.29357212 March 2002 6.29159078
October 1998 76.74703110 July 2000 45.95185143 April 2002 4.11474958
November 1998 75.50842543 August 2000 44.63995094 May 2002 1.96653591
December 1998 74.21973280 September 2000 43.35743296 June 2002 0.58044302
January 1999 72.88295732 October 2000 42.10386554 July 2002 and
February 1999 71.50027530 November 2000 40.87882258 thereafter 0.00000000
</TABLE>
<PAGE>
Class A-10 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
<S> <C> <C> <C> <C> <C>
June 1997 99.62854612% March 2000 56.95904712% November 2002 23.41530192%
July 1997 99.16510486 April 2000 55.50247048 December 2002 22.83325589
August 1997 98.60994728 May 2000 54.07390372 January 2003 22.26827496
September 1997 97.96333756 June 2000 52.67296988 February 2003 21.72011280
October 1997 97.22565018 July 2000 51.29929687 March 2003 21.18852633
November 1997 96.39746673 August 2000 49.95251743 April 2003 20.67327561
December 1997 95.47937897 September 2000 48.63226906 May 2003 20.17412387
January 1998 94.47208866 October 2000 47.33819391 June 2003 19.53065484
February 1998 93.37640706 November 2000 46.06993880 July 2003 18.44100114
March 1998 92.19325423 December 2000 44.82715511 August 2003 17.36821998
April 1998 90.92365801 January 2001 43.60949872 September 2003 16.31208387
May 1998 89.56875290 February 2001 42.41662998 October 2003 15.27236826
June 1998 88.12977865 March 2001 41.24821365 November 2003 14.24885151
July 1998 86.60807860 April 2001 40.10391881 December 2003 13.24131484
August 1998 85.00513955 May 2001 38.98341885 January 2004 12.24954232
September 1998 83.32258831 June 2001 37.88639139 February 2004 11.27332081
October 1998 82.15280711 July 2001 36.81251823 March 2004 10.31243994
November 1998 80.93079689 August 2001 35.76148530 April 2004 9.36669206
December 1998 79.65820070 September 2001 34.73298261 May 2004 8.43587220
January 1999 78.33680797 October 2001 33.72670418 June 2004 7.63782098
February 1999 76.96857025 November 2001 32.74234802 July 2004 6.85250662
March 1999 75.55544054 December 2001 31.77961605 August 2004 6.07974892
April 1999 74.09973043 January 2002 30.83821409 September 2004 5.31937012
May 1999 72.60375060 February 2002 29.91785175 October 2004 4.57119482
June 1999 71.07014850 March 2002 29.01824244 November 2004 3.83505001
July 1999 69.50286506 April 2002 28.13910328 December 2004 3.11076491
August 1999 67.90896295 May 2002 27.28015509 January 2005 2.39817113
September 1999 66.29676088 June 2002 26.59036025 February 2005 1.69710247
October 1999 64.67562065 July 2002 25.91917837 March 2005 1.00739500
November 1999 63.07316543 August 2002 25.26634295 April 2005 0.32888697
December 1999 61.50068014 September 2002 24.63159090 May 2005 and
January 2000 59.95776254 October 2002 24.01466263 thereafter 0.00000000
February 2000 58.44401551
</TABLE>
<PAGE>
(c) Notwithstanding the foregoing, on each Distribution Date occurring
on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the 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 the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Subclasses of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class M Fractional Interest is less than the
Original Class M Fractional Interest and the Class M Principal Balance is
greater than zero, the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4 and Class B-5
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4 and Class B-5 Certificates shall not be
eligible to receive distributions of principal; or
(E) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Class M Certificates and/or the
Subclasses of Class B Certificates entitled to receive distributions of
principal would reduce the Class M Principal Balance and/or the Class B Subclass
Principal Balances of the Class M Certificates and/or the Subclasses of Class B
Certificates entitled to receive distributions of principal below zero, first
the Class M Prepayment Percentage and/or the Class B Subclass Prepayment
Percentage of any affected Class B Subclass for such Distribution Date beginning
with the affected Subclass with the lowest numerical Subclass designation and
then, if necessary, the Class M Percentage and/or the Class B Subclass
Percentage of such Subclass of the Class B Certificates for such Distribution
Date shall be reduced to the respective percentages necessary to bring the Class
M Principal Balance and/or the Class B Subclass Principal Balance of such Class
B Subclass to zero. The Class B Subclass Prepayment Percentages and the Class B
Subclass Percentages of the remaining Class B Subclasses will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Class M Principal Balance and/or the Class B Subclass Principal
Balances of the affected Class B Subclasses to zero; provided, however, that if
the Class B Subclass Principal Balances of all the Class B Subclasses eligible
to receive distributions of principal shall be reduced to zero on such
Distribution Date, the Class B Subclass Prepayment Percentage and the Class B
Subclass Percentage of the Class B Subclass with the lowest numerical Subclass
designation which would otherwise be ineligible to receive distributions of
principal in accordance with this Section shall equal the remainder of the
Subordinated Prepayment Percentage for such Distribution Date minus the sum of
the Class M Prepayment Percentage and the Class B Subclass Prepayment
Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, and the remainder of the Subordinated Percentage for such
Distribution Date minus the sum of the Class M Percentage and the Class B
Subclass Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, respectively. Any entitlement of any Class B Subclass to
principal payments solely pursuant to this clause (ii) shall not cause such
Subclass to be regarded as being eligible to receive principal distributions for
the purpose of applying the definition of its Class B Subclass Percentage or
Class B Subclass Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class or Subclass) either in immediately
available funds by wire transfer to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder holds Certificates having a Denomination at least equal to
that specified in Section 11.25, 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-3 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-3
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 Certificate), the Class M
Principal Balance of the Class M Certificates or the Class B Subclass Principal
Balance of any Subclass of Class B Certificates or the notional amount of the
Class A-WIO Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trust Administrator. The Trust Administrator will
then send a notice to each Certificateholder of such Class 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 Trust Administrator therein specified; provided,
however, that the failure to give such notice will not entitle a
Certificateholder to any interest beyond the interest payable with respect to
such Distribution Date in accordance with Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Non-U.S. Persons. Amounts withheld pursuant to this Section 4.01(f) shall be
treated as having been distributed to the related Certificateholder for all
purposes of this Agreement. For the purposes of this paragraph, a "Non-U.S.
Person" is an individual, corporation, partnership or other person other than a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, an estate that is subject to United States
federal income tax regardless of the source of its income or a trust if (i) for
taxable years beginning after December 31, 1996 (or for taxable years ending
after August 20, 1996, if the trustee has made an applicable election), a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust or (ii) for all
other taxable years, such trust is subject to United States federal income tax
regardless of the source of its income.
Section 4.02. Allocation of Realized Losses.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
second, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
third, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fourth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
fifth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero;
sixth, to the Class M Certificates until the Class M Principal Balance
has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's or Subclass's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates), Class M Certificates and Class B
Certificates based on the Class A Non-PO Principal Balance, Class M Principal
Balance and the Class B Principal Balance, respectively. Any such loss allocated
to the Class A Certificates shall be allocated on the subsequent Determination
Date among the outstanding Subclasses of Class A Certificates (other than the
Class A-7 and Class A-PO Certificates), the Class A-7 Group I Accrual Companion
Component and the Class A-7 Group II Accrual Companion Component in accordance
with the Class A Subclass Loss Percentages and Component 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. Notwithstanding the
foregoing provisions, but subject to the following proviso, if such Recovery
occurs within two years of the realization of such loss and (i) is the result of
an event that would have given rise to the repurchase of the related Mortgage
Loan by the Seller pursuant to Section 2.02 or 2.03, or (ii) represents in whole
or part funds which the applicable Servicer had received in respect of a
Liquidated Loan but failed to remit to the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan such Recovery may, at the sole discretion of the Master
Servicer, be treated as a repurchase or an Unscheduled Principal Receipt with
respect to such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it had
never occurred and the Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the principal balances of the
Certificates as the Master Servicer in its good faith judgment and sole
discretion deems necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect of each Class and
Subclass of Certificates whose principal balances were previously reduced as a
result of such Realized Loss being less than such Class or Subclass would have
received if such Recovery had been deposited in the Certificate Account on or
prior to the Business Day preceding the Distribution Date following the
Applicable Unscheduled Principal Receipt Period in which the Mortgage Loan
became a Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated among the Class A
Certificates, Class M Certificates and Class B Certificates, pro rata based on
the Class A Interest Accrual Amount, the Class M Interest Accrual Amount and the
Class B Interest Accrual Amount for the related Distribution Date, without
regard to any reduction pursuant to this sentence. Any such loss allocated to
the Class A Certificates shall be allocated among the outstanding Subclasses of
Class A Certificates (other than the Class A-7 Certificates) and the Class A-7
Components based on their Class A Subclass Interest Percentages and Component
Interest Percentages, 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-7 Certificates) and the Class A-7 Components based on their Class A
Subclass Interest Percentages and Component Interest Percentages, 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.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trust Administrator as
initial Paying Agent to make distributions to Certificateholders and to forward
to Certificateholders the periodic statements and the annual statements required
by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders
or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
Section 4.04. Statements to Certificateholders; Report to the Trust
Administrator and the Seller.
Concurrently with each distribution pursuant to Section 4.01(d), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class A
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Subclass
of Class A Certificates allocable to interest, (b) the amount of the
Current Class A Interest Distribution Amount allocated to each Class A
Subclass, (c) any Class A Subclass Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Subclass Unpaid
Interest Shortfall with respect to each Subclass after giving effect to
such distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class A Subclass for such Distribution Date and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to each Subclass for such Distribution
Date;
(iii) the amount of such distribution to Holders of the Class M
Certificates allocable to principal, identifying the aggregate amount of
any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of the Class M
Certificates allocable to interest, (b) the amount of the Current Class M
Interest Distribution Amount, (c) any Class M Interest Shortfall Amount
arising with respect to such Distribution Date and any remaining Class M
Unpaid Interest Shortfall after giving effect to such distribution, (d) the
amount of any Non-Supported Interest Shortfall allocated to the Class M
Certificates for such Distribution Date and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class M Certificates for such Distribution Date;
(v) the amount of such distribution to Holders of each Class B
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(vi) (a) the amount of such distribution to Holders of each Class B
Subclass allocable to interest, (b) the amount of the Current Class B
Interest Distribution Amount allocated to each Class B Subclass and the
Pass-Through Rate applicable to such Distribution Date, (c) any Class B
Subclass Interest Shortfall Amounts arising with respect to such
Distribution Date and any remaining Class B Subclass Unpaid Interest
Shortfall with respect to each Class B Subclass after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class B Subclass for such Distribution Date, and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to each Class B Subclass for such
Distribution Date;
(vii) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator 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 Component Principal Balances
of the Class A-7 Components, 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-WIO Certificates, the Class A-WIO
Notional Amount and Class A-WIO Pass-Through Rate for such Distribution
Date;
(xxiii) the Class A-PO Deferred Amount, if any; and
(xix) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns; and shall deliver a copy of each type of statement to the Trust
Administrator, who shall provide copies thereof to Persons making written
request therefor at the Corporate Trust Office.
In the case of information furnished with respect to a 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 and Class A-R Certificates) with a $1,000 Denomination, and
as a dollar amount per Class A-R 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 from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trust Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Subclass Distribution Amount with
respect to each Class A Subclass, the Class M Distribution Amount and the Class
B Subclass Distribution Amount with respect to each Class B Subclass. The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trust Administrator and the Paying Agent shall be protected in relying
upon the same without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class 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
Trust Administrator acquires an interest in a Mortgaged Property through
foreclosure or other comparable conversion in full or partial satisfaction of a
Mortgage Loan serviced by such Servicer, or (ii) knows or has reason to know
that a Mortgaged Property has been abandoned. Reports from the Servicers shall
be in form and substance sufficient to meet the reporting requirements imposed
by Code Section 6050J. In addition, each Servicer shall provide the Master
Servicer with sufficient information to allow the Master Servicer to, for each
year ending after the Cut-Off Date, provide, or cause to be provided, to the
Internal Revenue Service and the Mortgagors such information as is required
under Code Sections 6050H (regarding payment of interest) and 6050P (regarding
cancellation of indebtedness).
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations and
Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be
made on the Certificates and all losses to be allocated to the Certificates. In
the event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
Section 4.07 Distributions in Reduction of the Class A-3 Certificates.
Distributions in reduction of the Class A Subclass Principal Balance
of the Class A-3 Certificates will be made in integral multiples of $1,000 at
the request of the appropriate representatives of Deceased 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-3 Certificates are made,
such distributions will be made with respect to such Subclass in response to 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;
Thereafter, distributions will be made, with respect to such Subclass,
as provided above up to a second $100,000. This sequence of priorities will be
repeated for each request for principal distributions for such Subclass made on
behalf of Deceased Holders of the Class A-3 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-3 Certificates
presented on behalf of Deceased Holders as provided above will be accepted in
order of their receipt by the Clearing Agency. All requests for distributions in
reduction of the principal balances of the Class A-3 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-3
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trust Administrator 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 Trust Administrator 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-3 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 representative of the Deceased
Holder of the related Class A-3 Certificate, all in accordance with the
procedures of the Clearing Agency and the Trust Administrator. Upon the transfer
of beneficial ownership of any Class A-3 Certificate, any distribution request
previously submitted with respect to such Certificate will be deemed to have
been withdrawn only upon the receipt by the Trust Administrator of notification
of such withdrawal using a form required by the Clearing Agency.
Distributions in reduction of the principal balances of the Class A-3
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-3 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-3 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-3 Certificates will be
made by mandatory distribution pursuant to Section 4.07(d).
(b) A Class A-3 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-3 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-3 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-3 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-3 Certificates greater than the number of Individual Class
A-3 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-3
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-3 Certificates
will be deemed to be the death of the Beneficial Owner of such Class A-3
Certificates regardless of the registration of ownership, if such beneficial
interest can be established to the satisfaction of the Trust Administrator. 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-3 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-3 Certificates payable with
respect thereto. The Trust Administrator shall not be under any duty to
determine independently the occurrence of the death of any deceased Beneficial
Owner. The Trust Administrator 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-3 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 Deceased Holder's interest in Class A-3
Certificates. Appropriate evidence of death and any tax waivers are required to
be forwarded to the Trust Administrator 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 Trust
Administrator. 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, the
Trustee nor the Trust Administrator 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 Trust Administrator shall maintain a list of those Clearing Agency
Participants representing the appropriate Deceased Holders of Class A-3
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 Trust Administrator 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 Trust Administrator and the Clearing Agency for
purposes of determining such priorities and limitations will be those
established from time to time by the Trust Administrator or the Clearing Agency,
as the case may be. The decisions of the Trust Administrator and the Clearing
Agency concerning such matters will be final and binding on all affected
persons.
Individual Class A-3 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 with respect to
interest on such Certificates after such last day of the month.
Any request on behalf of a Deceased Holder for a distribution may be
withdrawn by so notifying in writing the Clearing Agency Participant or Clearing
Agency Indirect Participant that maintains such Deceased Holder'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 Trust Administrator.
If such notice of withdrawal of a request for distribution has not been received
by the Clearing Agency and forwarded to the Trust Administrator 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-3 Certificates on
such Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class A-3 Certificates are rejected by the Trust
Administrator for failure to comply with the requirements of this Section 4.07,
the Trust Administrator 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-3 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-3 Certificates will be
made by mandatory distributions in reduction thereof. Such mandatory
distributions on Individual Class A-3 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-3 Certificates on the next succeeding Distribution Date on which
mandatory distributions are to be made, the principal balance of Class A-3
Certificates would not be reduced to zero, the Individual Class A-3 Certificates
to which such distributions will be applied shall be selected by the Clearing
Agency from those Class A-3 Certificates not otherwise receiving distributions
in reduction of the principal balance on such Distribution Date. The Trust
Administrator 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-3 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-3 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-3 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 Trust Administrator
of the amount of distributions in reduction of the principal balances of Class
A-3 Certificates to be made on each Distribution Date in a timely manner such
that the Trust Administrator may fulfill its obligations pursuant to the Letter
of Representations dated the Business Day immediately preceding the Closing Date
among the Seller, the Trust Administrator and the Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trust Administrator and the Seller shall cause to be initially
deposited with the Trust Administrator 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-3 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-3 Certificates. Rounding of
such distribution on the Class A-3 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-3 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-3 Certificates are to be made, the aggregate amount of such distributions
allocable to the Class A-3 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-3 Certificates; this process shall continue on succeeding Distribution
Dates until the Class A Subclass Principal Balance of the Class A-3 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-3 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-3 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-R 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-3 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-3 Certificates will be made on a pro rata basis
among the Holders of the Class A-3 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-3 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-3 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-3
Certificates, with the provisions of this Section 4.07.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M and Class B Certificates shall be issued only
in minimum Denominations of a Single Certificate and, except for the Class A-R
Certificate, integral multiples of $1,000 in excess thereof or 1% Percentage
Interest in the case of the Class A-WIO Certificates (except, if necessary, for
one Certificate of each Class or Subclass (other than the Class A-WIO and Class
A-R 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-PO, A-WIO, A-R, B-1, B-2, B-3, B-4, B-5, C, and
D (reverse side of Certificates) hereto. On original issue the Certificates
shall be executed and delivered by the Trust Administrator to or upon the order
of the Seller upon receipt by the Trust Administrator or the Custodian of the
documents specified in Section 2.01. The aggregate principal portion evidenced
by the Class A, 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 Trust Administrator
by any Responsible Officer thereof. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Trust
Administrator shall bind the Trust Administrator notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless manually countersigned
by a Responsible Officer of the Trust Administrator, or unless there appears on
such Certificate a certificate of authentication executed by the Authenticating
Agent by manual signature, and such countersignature or certificate upon a
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative
of [the Clearing Agency] to the Trust Administrator or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class 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 Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class A-WIO, 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 Trust Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
A-WIO, 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
Trust Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator
shall require the transferee (other than 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 Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trust
Administrator, the Trustee, the Seller or the Master Servicer. The Holder of a
Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trust
Administrator, the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trust Administrator is under an
obligation to register the Class A-WIO, 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 Certificate (other than to an
affiliate of the Seller on the Closing Date), or a Class M or Class B
Certificate shall be made unless the Trust Administrator 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 B-3, Class B-4 or Class B-5 Certificate, or in
the form of Exhibit K hereto, in the case of a Class M, Class B-1 or Class B-2
Certificate, to the effect that either (a) such transferee is not an employee
benefit plan or other retirement arrangement subject to Title I of ERISA or Code
Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law") which is to a
material extent similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan"), and is not a person acting on behalf of or using the
assets of any such Plan, which representation letter shall not be an expense of
the Trust Administrator, the Trustee, the Seller or the Master Servicer or (b)
(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 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-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 Trust Administrator and the Seller to the
effect that the purchase or holding of such 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 Trust Administrator, the Trustee,
the Seller or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trust Administrator, the Trustee, the Seller or the Master Servicer and
(B) such other opinions of counsel, officer's certificates and agreements as the
Seller or the Master Servicer may require in connection with such transfer,
which opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trust Administrator, the Trustee, the Seller or the Master
Servicer. The Class A-WIO, Class M and Class B Certificates shall bear a legend
referring to the foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class
A-R Certificate may be transferred directly or indirectly to a "disqualified
organization" within the meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or middleman), to a Plan
or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an "ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not a Non-U.S. Person
or (ii) is a Non-U.S. Person that holds the Class A-R Certificate in connection
with the conduct of a trade or business within the United States and has
furnished the transferor and the Trust Administrator with an effective Internal
Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trust Administrator shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trust Administrator shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class A-R Certificate, unless the transferor shall have provided to the
Trust Administrator an affidavit, substantially in the form attached as Exhibit
H hereto, signed by the transferee, to the effect that the transferee is not
such a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R Certificate to
disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign
Holders. Such affidavit shall also contain the statement of the transferee that
(i) the transferee has historically paid its debts as they have come due and
intends to do so in the future, (ii) the transferee understands that it may
incur liabilities in excess of cash flows generated by the residual interest,
(iii) the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class A-R Certificate or
such agent (within 60 days of the request therefor by the transferor or agent)
such information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class or Subclass. Upon the issuance of any
new Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator, or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
(a) If the Trust Administrator is not acting as Certificate Registrar,
the Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of a
request by the Trust Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and addresses of the
Certificateholders of each Class 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 Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar, the
Trust Administrator and the Trustee that neither the Seller, the Master
Servicer, the Certificate Registrar, the Trust Administrator nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trust Administrator will maintain, at its expense, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates the Corporate Trust Office and the principal
corporate trust office of the Authenticating Agent, if any, as its offices and
agencies for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trust Administrator in
writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of dismissal or
resignation of the Master Servicer, Beneficial Owners representing aggregate
Voting Interests of not less than 51% of the aggregate Voting Interests of each
outstanding Subclass of Book-Entry Certificates advise the Trust Administrator
through the Clearing Agency and Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Beneficial Owners, the Trust Administrator shall
notify the Beneficial Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trust Administrator by the
Clearing Agency of the Certificates held of record by its nominee, accompanied
by reregistration instructions and directions to execute and authenticate new
Certificates from the Master Servicer, the Trust Administrator shall execute and
authenticate Definitive Certificates for delivery at its Corporate Trust Office.
The Master Servicer shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<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 and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the
Trust Administrator, in the exercise of its reasonable judgment, and executes
and delivers to the Trustee and the Trust Administrator an agreement, in form
and substance reasonably satisfactory to the Trustee and the Trust
Administrator, which contains an assumption by such purchaser or transferee of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer hereunder from and after the
date of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, the Trust Administrator or the Seller under this Agreement, incurred by
it prior to the time that the conditions contained in clause (i) above are met.
Section 6.07. Indemnification of Trustee, Trust Administrator and Seller by
Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee, the
Trust Administrator and the Seller and any director, officer or agent thereof
against any loss, liability or expense, including reasonable attorney's fees,
arising out of, in connection with or incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties of the Master Servicer
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement. Any payment pursuant to this Section made by the
Master Servicer to the Trustee, the Trust Administrator or the Seller shall be
from such entity's own funds, without reimbursement therefor. The provisions of
this Section 6.07 shall survive the termination of this Agreement.
<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 the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event
of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and Duties of Trustee During
Event of Default.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the trusts or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04. Action upon Certain Failures of the Master Servicer and upon
Event of Default.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or Trust Administrator may, but
need not if the Trustee or Trust Administrator, as the case may be, deems it not
in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
Section 7.05. Trust Administrator to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator on behalf of the Trustee shall be the successor in
all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee and Trust Administrator.
The Trustee and the Trust Administrator, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator, which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee and the Trust Administrator from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee and the Trust Administrator, and conforming to the requirements of
this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator, under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable for
any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee and the Trust
Administrator.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may rely and shall
be protected in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;
(ii) Each of the Trustee and the Trust Administrator may consult with
counsel, and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such Opinion
of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement; and
(iv) Each of the Trustee and the Trust Administrator may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
Section 8.03. Neither Trustee nor Trust Administrator Required to Make
Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
Section 8.04. Neither Trustee nor Trust Administrator Liable for Certificates
or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. The Trustee makes no
representation for the correctness of the same. Neither the Trustee nor the
Trust Administrator makes any representation as to the validity or sufficiency
of this Agreement or of the Certificates or of any Mortgage Loan or related
document. Subject to Section 2.04, neither the Trustee nor the Trust
Administrator shall be accountable for the use or application by the Seller of
any of the Certificates or of the proceeds of such Certificates, or for the use
or application of any funds paid to the Master Servicer in respect of the
Mortgage Loans deposited into the Certificate Account by the Master Servicer or,
in its capacity as trustee, for investment of any such amounts.
Section 8.05. Trustee and Trust Administrator May Own Certificates.
Each of the Trustee, the Trust Administrator and any agent thereof, in
its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to each of the Trustee
and the Trust Administrator from time to time, and each of the Trustee and the
Trust Administrator shall be entitled to receive, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be, and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be, upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements.
Each of the Trustee and the Trust Administrator hereunder shall at all
times (i) be a corporation or association having its principal office in a state
and city acceptable to the Seller, organized and doing business under the laws
of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
Section 8.08. Resignation and Removal.
Either of the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
of resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee. Upon receiving such notice of resignation,
the Master Servicer shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning entity and one copy to its successor. If no successor trustee shall
have been appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Trust
Administrator, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to
be eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less than
51% of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator
and appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
trust administrator, as the case may be, the successor trustee or trust
administrator shall cause such notice to be mailed at the expense of the Master
Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which either the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, to which it may
sell or transfer its corporate trust business and assets as a whole or
substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject the REMIC to federal, state or
local tax or cause the REMIC to not qualify as a REMIC, which Opinion of Counsel
shall be at the sole expense of the Trustee or the Trust Administrator, as the
case may be.
Section 8.11. Authenticating Agent.
The Trust Administrator may appoint an Authenticating Agent, which
shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Trust
Administrator, the Seller and the Master Servicer. The Trust Administrator may
at any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or
liability for any action taken by it as such at the direction of the Trust
Administrator. Any reasonable compensation paid to the Authenticating Agent
shall be a reimbursable expense under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 8.07 hereunder and
no notice to Certificateholders of the appointment thereof shall be required
under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trust Administrator may at any time on or after the Closing Date,
with the consent of the Master Servicer and the Seller, appoint one or more
Custodians to hold all or a portion of the Owner Mortgage Loan Files as agent
for the Trust Administrator, by entering into a Custodial Agreement. Subject to
this Article VIII, the Trust Administrator agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Owner
Mortgage Loan File. Each Custodial Agreement may be amended only as provided in
Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee, the Trust Administrator and the Master
Servicer covenants and agrees that it shall perform its duties hereunder in a
manner consistent with the REMIC Provisions and shall not knowingly take any
action or fail to take any action that would (i) affect the determination of the
Trust Estate's status as a REMIC; or (ii) cause the imposition of any federal,
state or local income, prohibited transaction, contribution or other tax on
either the REMIC or the Trust Estate. The Master Servicer, or, in the case of
any action required by law to be performed directly by the Trust Administrator,
the Trust Administrator, shall (i) prepare or cause to be prepared, timely cause
to be signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns using a calendar year as the
taxable year for the REMIC and the accrual method of accounting; (ii) in the
first such federal tax return, make, or cause to be made, an election satisfying
the requirements of the REMIC Provisions, on behalf of the Trust Estate, to
treat the Trust Estate as a REMIC; (iii) prepare, execute and forward, or cause
to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the REMIC, as and
when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trust Administrator and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class
A-9, Class A-10, Class A-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; (viii) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of Code Section 860F(a), unless the
Master Servicer shall have provided an Opinion of Counsel to the Trustee and the
Trust Administrator that such occurrence would not (a) result in a taxable gain,
(b) otherwise subject either the Trust Estate or the REMIC to tax or (c) cause
the Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable care
not to allow the REMIC to receive income from the performance of services or
from assets not permitted under the REMIC Provisions to be held by a REMIC; (x)
pay (on behalf of the REMIC) the amount of any federal income tax, including,
without limitation, prohibited transaction taxes, taxes on net income from
foreclosure property, and taxes on certain contributions to a REMIC after the
Startup Day, imposed on the REMIC when and as the same shall be due and payable
(but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the REMIC within the meaning of Treasury Regulations Section
1.860F-4(d), and the Master Servicer is hereby designated as agent of the Class
A-R Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class A-R Certificate shall be tax matters person
in accordance with the REMIC Provisions). The Master Servicer shall be entitled
to be reimbursed pursuant to Section 3.02 for any taxes paid by it pursuant to
clause (x) of the preceding sentence, except to the extent that such taxes are
imposed as a result of the bad faith, willful misfeasance or gross negligence of
the Master Servicer in the performance of its obligations hereunder. The Trustee
shall sign the tax returns referred to in clause (i) of the second preceding
sentence.
In order to enable the Master Servicer, the Trust Administrator or the
Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class and Subclass of Certificates
and the Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to
the Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer, the Trust Administrator and the Trustee shall pay from
its own funds, without any right of reimbursement therefor, the amount of any
costs, liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee to perform its
obligations under this Section 8.14.
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the Certificate Account
for Periodic Advances and Nonrecoverable Advances made by it.
<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, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate 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 Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Estate) or by the Trust Administrator (in any other
case) by letter to Certificateholders mailed not earlier than the 15th day of
the month preceding the month of such final distribution and not later than the
twentieth day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Subclasses of Class A Certificates, the respective
Class A Subclass Principal Balance together with any related Class A Subclass
Unpaid Interest Shortfall and one month's interest in an amount equal to the
respective Class A Subclass Interest Accrual Amount, (ii) as to the Class M
Certificates, the Class M Principal Balance together with any related Class M
Unpaid Interest Shortfall and one month's interest at the Class M Pass-Through
Rate on the Class M Principal Balance, (iii) as to the Subclasses of Class B
Certificates, the respective Class B Subclass Principal Balance together with
any related Class B Subclass Unpaid Interest Shortfall and one month's interest
in an amount equal to the respective Class B Subclass Interest Accrual Amount
and (iv) as to the Class A-R Certificate, the amounts, if any, which remain on
deposit in the Certificate Account (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trust Administrator of any Periodic
Advances, is insufficient to pay in full the amounts set forth in clauses (i),
(ii) and (iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Sections 4.02(b) and 4.02(g)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trust Administrator shall on such
date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by
the Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator has received an Opinion of Counsel to the effect
that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier, the
date on which the first such notice is mailed to Certificateholders). The
Master Servicer shall also specify such date in a statement attached to the
final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and shall
distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
<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, the Trust Administrator and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions herein or therein,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of the Trust Estate as a REMIC
at all times that any Certificates are outstanding or to avoid or minimize the
risk of the imposition of any federal tax on the Trust Estate or the REMIC
pursuant to the Code that would be a claim against the Trust Estate, provided
that (a) the Trustee and the Trust Administrator have received an Opinion of
Counsel to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and (b) such action shall not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Trust Estate or the REMIC or any of the Certificateholders will be subject to a
tax caused by a transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall not be materially inconsistent
with the provisions of this Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the aggregate Voting Interests of each Class
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, neither the
Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject the REMIC to tax or cause the Trust
Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under
this Section 10.01(a) to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trust Administrator or the Trustee;
provided, however, (i) that such amendment does not conflict with any provisions
of the related Servicing Agreement, (ii) that the related Servicing Agreement
provides for the remittance of each type of Unscheduled Principal Receipts
received by such Servicer during the Applicable Unscheduled Principal Receipt
Period (as so amended) related to each Distribution Date to the Master Servicer
no later than the 24th day of the month in which such Distribution Date occurs
and (iii) that such amendment is for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with
respect to all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period for
all Mortgage Loans serviced by any Servicer to a Mid-Month
Receipt Period with respect to Full Unscheduled Principal
Receipts and to a Prior Month Receipt Period with respect to
Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trust Administrator.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trust Administrator, but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 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 and (iv) in the case
of the Trust Administrator, to the Corporate Trust Office, or such other address
as may hereafter be furnished to the Seller and the Master Servicer in writing
by the Trustee or the Trust Administrator, in each case Attention: Corporate
Trust Department Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice mailed
or transmitted within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the addressee
receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge
by an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies.
(a) The Trust Administrator shall give prompt notice to each Rating
Agency of the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant
to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency
of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all
of its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 7.500% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is May 1, 1997.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $274,419,190.99.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.73541686%.
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 $ 34,494,000.00
Class A-2 $ 8,510,000.00
Class A-3 $ 19,000,000.00
Class A-4 $ 39,900,000.00
Class A-5 $ 10,671,000.00
Class A-6 $ 24,439,000.00
Class A-7 $ 4,030,000.00
Class A-8 $ 35,840,000.00
Class A-9 $ 2,625,000.00
Class A-10 $ 82,320,900.00
Class A-PO $ 925,839.65
Class A-R $ 100.00
Section 11.06. Original Component Principal Balances.
As to the following Class A-7 Components, the Component Principal
Balance of such Component as of the Cut-Off Date, as follows:
Original Component
Class A-7 Components Principal Balance
-------------------- -----------------
Class A-7 Group I Accrual Companion Component $ 3,300,000.00
Class A-7 Group II Accrual Companion Component $ 730,000.00
Section 11.07. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $261,830,000.00.
Section 11.08. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.26458314%.
Section 11.09. Original Class M Percentage.
The Original Class M Percentage is 1.40478735%.
Section 11.10. Original Class M Principal Balance.
The Original Class M Principal Balance is $3,842,000.00.
Section 11.11 Original Class M Fractional Interest.
The Original Class M Fractional Interest is 2.85979578%.
Section 11.12 Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.45487997%.
Section 11.13. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.55175016%.
Section 11.14. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.30128703%.
Section 11.15. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.25082877%.
Section 11.16. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.30104986%.
Section 11.17. Original Class B Principal Balance.
The Original Class B Principal Balance is $7,821,351.34.
Section 11.18. Original Class B Subclass Principal Balances.
As to any Class B Certificate, the Class B Subclass Principal Balance
of such Subclass as of the Cut-Off Date, is as follows:
Original Class B
Class B Subclass Subclass Principal Balance
---------------- --------------------------
Class B-1 $ 3,979,000.00
Class B-2 $ 1,509,000.00
Class B-3 $ 824,000.00
Class B-4 $ 686,000.00
Class B-5 $ 823,351.34
Section 11.19. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.40491581%.
Section 11.20. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 0.85316565%.
Section 11.21. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.55187862%.
Section 11.22. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.30104985%.
Section 11.23. Closing Date.
The Closing Date is May 28, 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 $27,441,919.10 (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-WIO
Certificates) the minimum Denomination eligible for wire transfer on each
Distribution Date is $5,000,000. 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-7, Class A-9, Class A-PO, Class A-R, 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, that for so long as the Holder of
a Class A-7 or Class A-9 Certificate is the Clearing Agency or its nominee, the
Class A-7 and Class A-9 Certificates shall be entitled to payment by wire
transfer.
Section 11.26. Single Certificate.
A Single Certificate for each Subclass of Class A Certificates (other
than the Class A-2, Class A-3, Class A-WIO and Class A-R Certificates), the
Class M Certificates and the Class B Certificates (other than the Class B-3,
Class B-4, and Class B-5 Certificates) represents a $100,000 Denomination. A
Single Certificate for the Class A-2 and Class A-3 Certificates represents a
$1,000 Denomination. A Single Certificate for the Class A-WIO Certificates
represents a Denomination of 33% Percentage Interest. A Single Certificate for
the Class A-R Certificate represents a $100 Denomination. The Class B-3, Class
B-4 and Class B-5 Certificates will be issued in minimum denominations of
$250,000 and integral multiples of $1,000 in excess thereof.
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.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES
CORPORATION
as Seller
By:
-----------------------------
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
-----------------------------
Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
as Trust Administrator
By:
-----------------------------
Name:
Title:
Attest:
By:-------------------------------------
Name:-----------------------------------
Title:----------------------------------
FIRSTAR TRUST COMPANY
as Trustee
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 28th day of May, 1997, before me, a notary public in and for
the State of New York, personally Patrick Greene, known to me who, being by me
duly sworn, did depose and say that he resides at Frederick, Maryland; that he
is an Assistant Vice President of Norwest Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 28th day of May, 1997, before me, a notary public in and for
the State of New York, personally appeared Richard Poska, known to me who, being
by me duly sworn, did depose and say that he resides at Frederick, Maryland;
that he is a Vice President of Norwest Bank Minnesota, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 28th day of May, 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 28th day of May, 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>
STATE OF WISCONSIN )
ss.:
COUNTY OF )
On this 28th day of May, 1997, before me, a notary public in and for
the State of Wisconsin, personally appeared ___________________, known to me
who, being by me duly sworn, did depose and say that s/he resides at
________________, Wisconsin; that s/he is a ____________________ of Firstar
Trust Company, a ________________________, one of the parties that executed the
foregoing instrument; and that s/he signed her/his name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF WISCONSIN )
ss.:
COUNTY OF )
On this 28th day of May, 1997, before me, a notary public in and for
the State of Wisconsin, personally appeared ___________________, known to me
who, being by me duly sworn, did depose and say that s/he resides at
________________, Wisconsin; that s/he is a ____________________ of Firstar
Trust Company, a ________________________, one of the parties that executed the
foregoing instrument; and that s/he signed her/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 1997-8
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
- -------- ------------------ ------------------
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid-Month Mid-Month
Cimarron Mortgage Corp. Prior Month Prior Month
National City Mortgage Company Prior Month Prior Month
First Union Mortgage Corporation Prior Month Prior Month
Suntrust Mortgage, Inc. Prior Month Prior Month
Countrywide Home Loans Prior Month Prior Month
The Huntington Mortgage Company Prior Month Prior 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 TRUST ADMINISTRATOR
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
-------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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-3 Certificates on such
Distribution Date as specified in the Agreement. Distributions of principal will
be made to the Holders of the Class A-3 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-3
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
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 authorized representatives of Deceased Holders
and (ii) by random lot. On and after such Distribution Date, distributions in
reduction of principal balance will be made as provided in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-3 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE,THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE,THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By --------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE CLASS A-7 GROUP I ACCRUAL COMPANION COMPONENT ACCRETION
TERMINATION DATE AND CLASS A-7 GROUP II ACCRUAL COMPANION COMPONENT ACCRETION
TERMINATION DATE, RESPECTIVELY, THE INTEREST THAT ACCRUES ON RELATED PORTIONS OF
THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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-7 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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. For the
purposes of determining distributions of interest and in reduction of principal
balance, the Class A-7 Certificates consist of two components (each, a
"Component" and individually, the "Class A-7 Group I Accrual Companion
Component" and the "Class A-7 Group II Accrual Companion Component"). The amount
of interest which accrues on the Class A-7 Certificates in any one-month period
will equal the sum of the interest which accrues on the Class A-7 Group I
Accrual Companion Component and the Group II Accrual Companion Component.
Interest with respect to each Component will accrue during each one-month period
in an amount equal to the product of (i) 1/12th of 7.500% and (ii) the
outstanding Component Principal Balance of such Component. Prior to the Class
A-7 Group I Accrual Companion Component Accretion Termination Date, no
distribution of interest on this Certificate with respect to its Class A-7 Group
I Accrual Companion Component will be made. Prior to the Class A-7 Group I
Accrual Companion Component Accretion Termination Date, interest otherwise
available for distribution on this Certificate with respect to its Class A-7
Group I Accrual Companion Component will be added to the Component Principal
Balance of such Component on each Distribution Date. Prior to the Class A-7
Group II Accrual Companion Component Accretion Termination Date, no distribution
of interest on this Certificate with respect to its Class A-7 Group II Accrual
Companion Component will be made. Prior to the Class A-7 Group II Accrual
Companion Component Accretion Termination Date, interest otherwise available for
distribution on this Certificate with respect to its Class A-7 Group II Accrual
Companion Component will be added to the Component Principal Balance of such
Component 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-7 Certificates with respect to their Class A-7
Group I Accrual Companion Component and Class A-7 Group II Accrual Companion
Component.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1997, at an issue price of
96.06250%, 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
235% SPA (as defined in the Prospectus Supplement dated May 22, 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-PO, Class
A-R, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 29.81019950%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.92%; and
(iii) the amount of OID allocable to the short first accrual period (May 28,
1997 to June 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.64208492%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By --------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-8 Certificates required to be
distributed to Holders of Class A-8 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-8 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
---------------------------
Authorized Officer
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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-9 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-9 Certificates required to be
distributed to Holders of Class A-9 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-9 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By --------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
--------------------------
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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-10 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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-10 Certificates required to be
distributed to Holders of Class A-10 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-10 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 ARRANGMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 Holders of Class A-WIO 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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) 7.500% 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 Trust Administrator 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 Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (ii) if such transferee is a Plan, (a) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1997, at an issue price of
1.78301% 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 235% SPA (as
defined in the Prospectus Supplement dated May 22, 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-PO, Class A-R, Class
M, Class B-1 and Class B-2 Certificates) used to price this Certificate and (b)
that the Pass-Through Rate hereon changes in accordance with the Prepayment
Assumption: (i) the amount of OID as a percentage of the initial Class A-WIO
Notional Amount is approximately 1.18910368%; (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 11.32%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1997 to June
25, 1997) as a percentage of the initial Class A-WIO Notional Amount, calculated
using the exact method, is approximately 0.01513597%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
--------------------------
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), Firstar Trust Company, as trustee (the
"Trustee"), and First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator"), 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1997, at an issue price of
60.00000% 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 235% SPA (as
defined in the Prospectus Supplement dated May 22, 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-PO, Class A-R, Class
M, Class B-1 and Class B-2 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 40.00000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.89%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1997 to June
25, 1997) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.39978630%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
PURCHASERS OF THIS CLASS A-R CERTIFICATE SHOULD BE AWARE THAT ON JANUARY 3,
1995, THE INTERNAL REVENUE SERVICE ISSUED PROPOSED REGULATIONS UNDER CODE
SECTION 475 THAT, IF ADOPTED IN FINAL FORM, WOULD APPLY TO THIS CLASS A-R
CERTIFICATE AND WOULD NOT PERMIT THIS CLASS A-R CERTIFICATE TO BE MARKED TO
MARKET.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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
AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8, CLASS B-1
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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 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 7.500% 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 Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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, THE CLASS M CERTIFICATES AND THE CLASS B-1 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY ANY
GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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, 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 7.500% 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 Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1997, and based on its issue
price of 97.18750%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
235% SPA (as defined in the Prospectus Supplement dated May 22, 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-PO, Class
A-R, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 2.87500000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.90%; and
(iii) the amount of OID allocable to the short first accrual period (May 28,
1997 to June 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.01322454%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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, 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 TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8, CLASS B-3
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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, 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 7.500% 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 Trust Administrator 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 Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1997, and based on its issue
price of 88.56250%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
235% SPA (as defined in the Prospectus Supplement dated May 22, 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-PO, Class
A-R, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 11.50000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 9.22%; and
(iii) the amount of OID allocable to the short first accrual period (May 28,
1997 to June 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.04946054%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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, 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 TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8, CLASS B-4
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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, 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 7.500% 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 Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1997, and based on its issue
price of 68.56250%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
235% SPA (as defined in the Prospectus Supplement dated May 22, 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-PO, Class
A-R, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 31.50000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 13.17%;
and (iii) the amount of OID allocable to the short first accrual period (May 28,
1997 to June 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.11417490%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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, 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 TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, 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, 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 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1997, and based on its issue
price of 37.56250%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
235% SPA (as defined in the Prospectus Supplement dated May 22, 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-PO, Class
A-R, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 62.50000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 25.03%;
and (iii) the amount of OID allocable to the short first accrual period (May 28,
1997 to June 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.14192490%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
--------------------------
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Face of Class M Certificate]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-8, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1997
CUSIP No.: First Distribution Date: June 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 May 28, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank of North
Carolina, as trust administrator (the "Trust Administrator") and Firstar Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class M Distribution Amount required to be distributed to Holders of Class M
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The Class M Pass-Through Rate applicable
to each Distribution Date will be 7.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class M Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class M Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: May 28, 1997
First Union National Bank of North Carolina,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
--------------------------
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1997-8 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-8
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 Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trust Administrator, as applicable, of advances made by such Servicer, the
Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator, and the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Seller, the Master Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Voting Interests of each Class 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 Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and 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 Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the Trustee
and the Certificate Registrar, and any agent of the Seller, the Master Servicer,
the Trust Administrator, the Trustee or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trust Administrator,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of 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 Trust
Administrator (including its successors under the Pooling and Servicing
Agreement defined below, the "Trust Administrator"), NORWEST ASSET SECURITIES
CORPORATION (together with any successor in interest, the "Seller"), NORWEST
BANK MINNESOTA, NATIONAL ASSOCIATION (together with any successor in interest or
successor under the Pooling and Servicing Agreement referred to below, the
"Master Servicer") and ___________________________ (together with any successor
in interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, the Trust Administrator and
Firstar Trust Company, as trustee, have entered into a Pooling and Servicing
Agreement dated as of May 28, 1997 relating to the issuance of Mortgage
Pass-Through Certificates, Series 1997-8 (as in effect on the date of this
Agreement, the "Original Pooling and Servicing Agreement", and as amended and
supplemented from time to time, the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trust Administrator, the
Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling and Servicing Agreement,
unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files.
The Custodian, as the duly appointed agent of the Trust Administrator for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full will be escrowed in a manner customary
for such purposes, the Master Servicer shall immediately notify the Custodian by
a certification (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Certificate Account pursuant to
Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trust Administrator.
With respect to each Mortgage Note, Mortgage and other documents constituting
each Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In such
event, the Trust Administrator shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement
to this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trust Administrator shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trust Administrator shall
give prompt notice to the Custodian of any amendment or supplement to the
Pooling and Servicing Agreement and furnish the Custodian with written copies
thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract
made under the laws of the State of New York and shall be construed and enforced
in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<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
<PAGE>
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and
for the State of ____________, personally appeared _______________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
-------------------------------------
Notary Public
[NOTARIAL SEAL]
<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 / 1997-8 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 MATURITY PRINCIPAL
NUMBER City STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6993098 BELLEVUE WA 98004 SFD 8.375 8.109 $2,067.40 360 1-Sep-26 $270,613.96
6993473 EDEN PRAIRIE MN 55347 PUD 8.625 8.359 $2,292.15 360 1-Nov-26 $293,637.11
6993480 LA JOLLA CA 92037 SFD 8.625 8.359 $2,924.49 360 1-Oct-26 $374,412.16
6994543 NOVI MI 48375 SFD 7.250 6.984 $1,500.79 360 1-Jan-27 $219,307.27
6994545 BRECKENRIDGE CO 80424 PUD 7.625 7.359 $1,557.15 360 1-Dec-26 $219,193.65
6994655 LEXINGTON KY 40503 SFD 7.500 7.234 $1,538.27 360 1-Jan-27 $219,184.94
6994669 CHEVY CHASE MD 20815 SFD 7.875 7.609 $3,835.62 360 1-Jan-27 $527,529.37
6994676 NORTHBOROUGH MA 01532 SFD 7.125 6.859 $1,475.44 360 1-Jan-27 $218,293.22
6994685 PARK RIDGE IL 60068 SFD 8.750 8.484 $2,556.78 360 1-Jan-27 $324,243.82
6994733 RICHMOND TX 77469 SFD 7.750 7.484 $1,538.14 360 1-Jan-27 $214,087.96
6994749 PROSPECT HEIGHTS IL 60070 SFD 7.875 7.609 $1,827.17 360 1-Jan-27 $251,299.46
6994754 CHICAGO IL 60614 LCO 8.125 7.859 $1,852.53 360 1-Jan-27 $248,840.52
6994863 WHEATON IL 60187 SFD 8.250 7.984 $2,081.01 360 1-Jan-27 $276,286.15
6994909 BLAINE MN 55449 SFD 8.125 7.859 $1,744.87 360 1-Jan-27 $234,378.83
6994910 GLENVIEW IL 60025 SFD 8.000 7.734 $3,301.94 360 1-Jan-27 $448,780.11
6995058 LINO LAKES MN 55038 SFD 7.875 7.609 $1,798.18 360 1-Jan-27 $247,310.53
6995059 AFTON MN 55001 SFD 7.875 7.609 $1,827.17 360 1-Jan-27 $251,299.46
6995060 ROSEVILLE MN 55113 SFD 7.750 7.484 $1,626.97 360 1-Jan-27 $226,251.99
6995269 BEND OR 97701 SFD 7.625 7.359 $3,997.62 360 1-Jan-27 $563,149.20
6995348 OAK PARK IL 60302 SFD 8.000 7.734 $2,893.97 360 1-Jan-27 $391,327.57
6995351 AUSTIN TX 78737 SFD 8.375 8.109 $1,936.66 360 1-Jan-27 $254,159.86
6995355 MAPLE VALLEY WA 98038 SFD 7.875 7.609 $1,664.03 360 1-Feb-27 $229,023.07
6995366 SCOTTSDALE AZ 85262 PUD 7.875 7.609 $1,798.17 360 1-Jan-27 $247,310.57
6995477 LOS ANGELES CA 90069 SFD 8.125 7.859 $3,898.11 360 1-Feb-27 $523,962.74
6995559 VALENCIA AREA CA 91354 SFD 7.375 7.109 $1,519.49 360 1-Jan-27 $219,324.17
6995569 CHESTERFIELD MO 63005 SFD 7.500 7.234 $2,307.41 360 1-Jan-27 $329,011.14
6995573 DENVER CO 80209 SFD 7.750 7.484 $1,547.45 360 1-Feb-27 $215,539.69
6995594 SAN CLEMENTE CA 92673 SFD 7.750 7.484 $3,925.94 360 1-Feb-27 $546,432.17
6995604 MAHWAH NJ 07430 LCO 8.250 7.984 $2,878.85 360 1-Feb-27 $382,461.90
6995670 WOODBURY MN 55125 SFD 7.500 7.234 $3,828.20 360 1-Feb-27 $546,273.40
6995744 ISSAQUAH WA 98029 SFD 8.000 7.734 $2,465.39 360 1-Feb-27 $335,311.15
6995771 STILLWATER MN 55082 SFD 7.750 7.484 $2,149.24 360 1-Jan-27 $299,144.80
6995905 GLADWYNE PA 19035 SFD 7.500 7.234 $4,544.89 360 1-Mar-27 $649,032.21
6995914 VACAVILLE CA 95687 SFD 7.500 7.234 $2,272.45 360 1-Feb-27 $324,271.87
6995933 WEST CHESTER PA 19380 SFD 8.375 8.109 $1,945.78 360 1-Feb-27 $255,519.33
6995961 VILLANOVA PA 19085 SFD 8.250 7.984 $6,573.58 360 1-Mar-27 $873,880.26
6996073 WASHINGTON DC 20015 SFD 8.250 7.984 $1,652.79 360 1-Jan-27 $219,416.91
6996097 SAN DEIGO CA 92131 PUD 7.625 7.359 $1,860.44 360 1-Feb-26 $259,865.77
6996104 ALEXANDRIA VA 22302 SFD 7.375 7.109 $4,247.65 360 1-Feb-27 $613,587.47
6996171 SAN DIEGO CA 92130 SFD 7.500 7.234 $2,964.67 360 1-Feb-27 $423,050.07
6996200 SAN DIEGO CA 92129 SFD 8.000 7.734 $1,614.28 360 1-Jan-27 $218,600.95
6996221 GLENDALE AZ 85308 SFD 8.250 7.984 $1,758.67 360 1-Mar-27 $233,773.20
6996283 WESTON MA 02193 SFD 7.375 7.109 $1,484.95 360 1-Feb-27 $214,389.72
6996296 LOS ANGELES CA 90064 SFD 8.000 7.734 $5,517.91 360 1-Mar-27 $750,987.48
6996329 WHEATON IL 60010 SFD 7.875 7.609 $1,703.91 360 1-Feb-27 $234,511.65
6996330 FREEHOLD NJ 07728 SFD 8.125 7.859 $2,021.45 360 1-Mar-27 $271,892.61
6996457 EVERGREEN CO 80439 SFD 8.125 7.859 $3,294.46 360 1-Mar-27 $443,117.55
6996478 CORONADO CA 92118 SFD 7.750 7.484 $2,440.46 360 1-Mar-27 $340,167.59
6996522 TUCSON AZ 85719 SFD 7.875 7.609 $1,508.14 360 1-Mar-27 $207,712.78
6996530 ORANGE CA 92669 PUD 7.875 7.609 $2,042.52 360 1-Mar-27 $281,311.00
6996540 RENO NV 89511 SFD 8.000 7.734 $6,750.63 360 1-Mar-27 $918,761.29
6996544 ANNANDALE VA 22003 SFD 7.625 7.359 $3,930.24 360 1-Feb-27 $554,066.63
6996582 RANCHO CUCAMONGA CA 91737 SFD 8.000 7.734 $1,882.11 360 1-Jan-27 $255,804.64
6996591 SAN DIEGO CA 92131 SFD 7.500 7.234 $1,336.55 360 1-Jan-27 $190,577.21
6996614 TRABUCO CANYON CA 92679 SFD 8.000 7.734 $1,864.86 360 1-Mar-27 $253,807.81
6996619 DEERFIELD BEACH FL 33441 SFD 7.500 7.234 $2,097.64 360 1-Jan-27 $299,101.06
6996660 SAN LUIS OBISPO CA 93401 SFD 7.750 7.484 $2,331.92 360 1-Apr-27 $325,270.27
6996664 MONTICELLO MN 55362 SFD 8.000 7.734 $3,081.81 360 1-Mar-27 $419,434.50
6996684 SIMPSONVILLE SC 29681 SFD 7.250 6.984 $1,773.66 360 1-Apr-27 $259,797.17
6996692 SAN JOSE CA 95138 SFD 8.125 7.859 $2,156.21 360 1-Mar-27 $290,018.79
6996698 KELLER TX 76248 SFD 7.875 7.609 $1,679.26 360 1-Mar-27 $231,280.19
6996702 JOHNSTON IA 50131 SFD 7.750 7.484 $3,152.21 360 1-Apr-27 $439,689.46
6996703 EUGENE OR 97401 PUD 8.500 8.234 $1,862.70 360 1-Aug-26 $239,832.43
6996737 MINNEAPOLIS MN 55416 SFD 8.000 7.734 $1,966.49 360 1-Feb-27 $267,456.93
6996740 SAN DIEGO CA 92103 SFD 8.000 7.734 $1,849.09 360 1-Apr-27 $251,680.00
6996748 PARK RIDGE IL 60068 SFD 8.375 8.109 $2,857.87 360 1-Apr-27 $375,766.30
6996754 AUSTIN TX 78732 SFD 8.125 7.859 $2,145.82 360 1-Mar-27 $288,620.62
6996756 MANSFIELD TX 76063 SFD 8.250 7.984 $2,250.55 360 1-Apr-27 $299,376.98
6996760 OTIS OR 97368 SFD 7.375 7.109 $1,605.82 360 1-Dec-26 $231,203.00
6996761 LA JOLLA CA 92037 SFD 8.000 7.734 $4,035.71 360 1-Mar-27 $549,056.32
6996763 DANVILLE CA 94506 SFD 8.000 7.734 $4,436.34 360 1-Dec-26 $602,544.41
6996764 SAN RAMON CA 94583 SFD 8.000 7.734 $2,209.37 360 1-Jan-27 $300,082.40
6996765 SAN RAMON CA 94583 LCO 7.625 7.359 $1,641.37 360 1-Jan-27 $231,222.21
6996768 CHICAGO IL 60622 SFD 8.500 8.234 $1,768.50 360 1-Mar-27 $229,720.35
6996769 ALLAMUCHY NJ 07820 PUD 8.375 8.109 $608.06 360 1-Mar-27 $79,900.20
6996771 BASALT CO 81621 PUD 8.000 7.734 $2,935.06 360 1-Apr-27 $399,731.61
6996772 WEST DES MOINES IA 50265 SFD 8.000 7.734 $2,400.51 360 1-Feb-27 $326,485.61
6996773 SOUTHERN PINES NC 28387 SFD 8.125 7.859 $1,871.09 360 1-Mar-27 $251,669.20
6996774 SANFORD FL 32771 PUD 7.875 7.609 $2,473.21 360 1-Mar-27 $340,628.98
6996777 BELLEVUE WA 98006 SFD 7.625 7.359 $2,207.96 360 1-Mar-27 $311,497.01
6996779 STONE HARBOR NJ 08247 SFD 8.375 8.109 $2,675.45 360 1-Apr-27 $351,781.22
6996782 HEBER CITY UT 84032 SFD 7.875 7.609 $1,769.17 360 1-Mar-27 $243,663.06
6996784 OSSINING NY 10562 LCO 7.875 7.609 $1,776.42 360 1-Mar-27 $244,461.02
6996785 LOS ANGELES CA 90020 SFD 7.625 7.359 $7,077.94 360 1-Apr-27 $999,276.23
6996786 MODESTO CA 95356 SFD 8.125 7.859 $4,284.21 360 1-Apr-27 $576,622.56
6996787 CARLSBAD CA 92008 SFD 7.875 7.609 $2,175.21 360 1-Mar-27 $299,585.73
6996792 NEDERALND CO 80466 SFD 8.125 7.859 $2,884.60 360 1-Apr-27 $388,245.87
6996794 DUVALL WA 98019 SFD 8.000 7.734 $1,760.74 360 1-Apr-27 $239,798.99
6996795 MORRO BAY CA 93442 SFD 7.875 7.609 $3,190.31 360 1-Apr-27 $439,697.19
6996797 BOSSIER CITY LA 71111 SFD 7.875 7.609 $1,682.16 360 1-Mar-27 $231,679.63
6996800 AURORA CO 80016 SFD 7.750 7.484 $3,209.53 360 1-Apr-27 $447,683.80
6996802 MAHWAH NJ 07430 SFD 8.375 8.109 $4,134.79 360 1-Mar-27 $543,321.40
6996805 CRYSTAL LAKE IL 60012 SFD 8.000 7.734 $2,976.15 360 1-Mar-27 $405,053.89
6996806 MAPLE GROVE MN 55311 SFD 7.750 7.484 $1,748.05 360 1-Apr-27 $243,827.78
6996807 WACONIA MN 55387 SFD 8.125 7.859 $2,526.53 360 1-Mar-27 $339,828.33
6996809 POUND RIDGE NY 10576 SFD 7.750 7.484 $2,117.00 360 1-Apr-27 $295,291.44
6996810 SANTA ANA CA 92705 SFD 7.875 7.609 $1,650.26 360 1-Apr-27 $227,443.37
6996811 SIMI VALLEY CA 93065 SFD 7.750 7.484 $3,066.24 360 1-Apr-27 $427,697.93
6996812 BERNARDS NJ 07921 SFD 8.375 8.109 $2,202.69 360 1-Apr-27 $289,619.87
6996813 CHESTER NJ 07930 SFD 8.125 7.859 $4,170.35 360 1-Apr-27 $561,297.59
6996814 SAN JOSE CA 95123 SFD 8.500 8.234 $2,306.74 360 1-Mar-27 $299,635.23
6996815 AUSTIN TX 78746 SFD 7.750 7.484 $1,205.36 360 1-Mar-27 $168,011.74
6996818 DOYLESTOWN PA 18901 SFD 7.125 6.859 $1,722.20 240 1-Jan-17 $218,321.33
6996820 MOUNT KISCO NY 10549 SFD 7.625 7.359 $3,054.48 360 1-Mar-27 $430,923.34
6996821 ESCONDIDO CA 92026 SFD 8.000 7.734 $1,937.14 360 1-Mar-27 $263,644.54
6996822 MANHATTAN BEACH CA 90266 SFD 8.000 7.734 $1,966.49 360 1-Apr-27 $267,820.18
6996823 SUNNYVALE CA 94087 SFD 7.500 7.234 $1,748.04 360 1-Apr-27 $249,814.46
6996824 BRIDGEWATER NJ 08807 SFD 7.625 7.359 $921.19 360 1-Jan-26 $128,548.11
6996825 SAN DIEGO CA 92129 SFD 8.125 7.859 $1,719.99 360 1-Mar-27 $231,264.05
6996827 SAN JOSE CA 95138 SFD 7.500 7.234 $3,278.62 360 1-Dec-26 $467,138.14
6996832 ROCKY HILL CT 06067 SFD 8.000 7.734 $1,672.98 360 1-Apr-27 $227,847.02
6996834 ST PAUL MN 55105 SFD 8.125 7.859 $2,071.57 360 1-Apr-27 $278,817.49
6996838 VIRGINIA BEACH VA 23455 SFD 7.500 7.234 $1,592.11 360 1-Apr-27 $227,531.02
6996839 MOLT MT 59057 SFD 8.250 7.984 $1,825.58 360 1-Apr-27 $242,845.05
6996840 BILLINGS MT 59106 SFD 8.000 7.734 $2,531.49 360 1-Apr-27 $344,768.51
6996841 DOWNERS GROVE IL 60515 SFD 8.250 7.984 $3,113.25 360 1-Apr-27 $414,135.75
6996847 FAIR HAVEN NJ 07704 SFD 8.250 7.984 $3,239.84 360 1-Mar-27 $430,698.11
6996848 NORTH BEACH NJ 07701 SFD 8.625 8.359 $4,472.29 360 1-Apr-27 $574,660.52
6996849 HOUSTON TX 77019 SFD 7.875 7.609 $2,175.21 360 1-Apr-27 $299,793.54
6996850 AVALON NJ 08202 SFD 8.375 8.109 $2,553.84 360 1-Apr-27 $335,791.16
6996854 SANTA CLARITA CA 91355 SFD 7.875 7.609 $1,631.41 360 1-Apr-27 $224,845.15
6996858 LIBERTY UT 84310 SFD 8.375 8.109 $508.11 360 1-Apr-27 $66,808.45
6996859 WEST CALDWELL NJ 07006 SFD 8.500 8.234 $826.20 360 1-Apr-27 $107,384.90
6996860 BRIDGEWATER NJ 08807 SFD 8.125 7.859 $2,747.24 360 1-Apr-27 $369,757.97
6996862 LINCOLN NE 68516 SFD 8.500 8.234 $2,410.54 360 1-Apr-27 $313,310.08
6996864 LAS CRUCES NM 88011 SFD 8.125 7.859 $2,375.99 360 1-Apr-27 $319,790.68
6996866 LAS VEGAS NV 89134 SFD 7.625 7.359 $1,112.30 360 1-Dec-26 $156,574.02
6996868 FAIRFAX VA 22030 SFD 8.000 7.734 $1,819.74 360 1-Mar-27 $247,666.07
6996871 RAMSEY NJ 07446 SFD 8.000 7.734 $1,981.16 360 1-Apr-27 $269,818.84
6996873 OAK BROOK IL 60521 SFD 8.000 7.734 $3,445.76 360 1-Jan-27 $468,326.97
6996879 RIDGEFIELD CT 06877 SFD 8.375 8.109 $1,983.79 360 1-Mar-27 $260,674.41
6996881 COTO DE CAZA AREA CA 92679 SFD 8.250 7.984 $1,819.94 360 1-Feb-27 $241,783.40
6996896 GENESEE DEPOT WI 53127 SFD 8.375 8.109 $2,543.96 360 1-Apr-27 $334,491.97
6996898 KENSINGTON MD 20895 SFD 7.750 7.484 $1,719.39 360 1-Apr-27 $239,830.61
6996899 ATLANTA GA 30339 SFD 7.750 7.484 $7,164.12 360 1-Apr-27 $999,294.21
6996904 BAY HEAD NJ 08742 SFD 8.125 7.859 $1,967.62 360 1-Apr-27 $264,826.65
6996905 DANVILLE CA 94526 SFD 7.750 7.484 $1,965.84 360 1-Mar-27 $274,011.41
6996908 HERMITAGE TN 37076 SFD 7.625 7.359 $1,965.19 360 1-Apr-27 $277,448.67
6996909 MISSOULA MT 59804 SFD 8.125 7.859 $2,078.99 360 1-Apr-27 $279,816.84
6996912 FREMONT CA 94536 SFD 8.250 7.984 $7,512.67 360 1-Apr-27 $999,362.33
6996914 GILROY CA 95020 SFD 8.000 7.734 $2,465.45 360 1-Mar-27 $335,547.60
6996917 SAN RAMON CA 94583 SFD 8.000 7.734 $2,223.31 360 1-Feb-27 $302,385.99
6996918 CASTRO VALLEY CA 94552 SFD 8.000 7.734 $2,013.45 360 1-Mar-27 $273,417.62
6996922 LYONS CO 80540 SFD 8.125 7.859 $1,930.49 360 1-Mar-27 $259,658.71
6996923 BOSSIER CITY LA 71111 SFD 8.500 8.234 $1,687.38 360 1-Feb-27 $219,048.35
6996925 LAKEVILLE MN 55044 SFD 8.000 7.734 $1,766.54 360 1-Feb-27 $240,262.14
6996926 ASTORIA OR 97103 SFD 8.375 8.109 $2,128.20 360 1-Mar-27 $279,650.72
6996927 COLORADO SPRINGS CO 80919 SFD 8.000 7.734 $2,010.52 360 1-Mar-27 $273,631.07
6996929 CARMEL CA 93921 SFD 8.250 7.984 $2,847.30 360 1-Feb-27 $378,269.98
6996930 ALAMO CA 94507 SFD 7.875 7.609 $3,335.32 360 1-Mar-27 $459,364.78
6996931 CHINO HILLS CA 91709 SFD 8.250 7.984 $1,825.58 360 1-Feb-27 $242,531.92
6996934 LINO LAKES MN 55038 SFD 8.000 7.734 $2,421.42 360 1-Mar-27 $329,555.68
6996935 EXCELSIOR MN 55331 SFD 8.000 7.734 $1,687.66 360 1-Apr-27 $229,845.67
6996936 BURIEN WA 98166 SFD 8.000 7.734 $1,650.97 360 1-Apr-27 $224,849.03
6996937 NAVARRE FL 32566 SFD 7.875 7.609 $3,045.29 360 1-Apr-27 $419,710.96
6996944 NORTHBORO MA 01532 SFD 8.250 7.984 $2,470.92 360 1-Apr-27 $328,690.27
6996948 SANDY OR 97055 SFD 8.000 7.734 $1,680.32 360 1-Apr-27 $228,846.35
6996949 WASHINGTON DC 20015 SFD 8.000 7.734 $2,230.64 360 1-Apr-27 $303,796.03
6996950 AMES IA 50010 SFD 7.625 7.359 $1,592.54 360 1-Apr-27 $224,837.15
6996951 IOWA CITY IA 52245 SFD 7.750 7.484 $1,547.45 360 1-Mar-27 $215,694.12
6996952 SPRING GROVE PA 17362 SFD 8.250 7.984 $1,652.79 360 1-Apr-27 $219,859.71
6996957 MAMMOTH LAKES CA 93546 LCO 8.000 7.734 $2,080.22 360 1-Apr-27 $283,309.78
6996958 GRAND RAPIDS MI 49505 SFD 8.000 7.734 $2,024.09 360 1-Feb-27 $275,291.02
6996960 NEWPORT BEACH CA 92625 HCO 8.125 7.859 $3,088.79 360 1-Apr-27 $415,727.88
6996962 ATLANTA GA 30328 SFD 7.875 7.609 $1,812.67 360 1-Apr-27 $249,827.96
6996963 PARKLAND FL 33076 SFD 8.375 8.109 $2,420.07 360 1-Mar-27 $318,002.82
6996967 UPPER GRANDVIEW NY 10960 SFD 7.875 7.609 $3,190.31 360 1-Jan-27 $438,776.78
6996968 DALLAS TX 75248 SFD 8.250 7.984 $7,512.67 360 1-Apr-27 $999,362.33
6996969 BOZEMAN MT 59715 SFD 8.375 8.109 $2,249.81 360 1-Apr-27 $295,816.02
6996970 MOORESVILLE NC 28115 SFD 8.000 7.734 $1,552.65 360 1-Apr-27 $211,458.02
6996973 PLEASANTON CA 94588 SFD 8.375 8.109 $1,770.97 360 1-Feb-27 $232,301.72
6996976 DALY CITY CA 94015 SFD 7.875 7.609 $1,598.78 360 1-Apr-27 $220,348.25
6996982 GOLDEN CO 80401 SFD 8.125 7.859 $1,891.14 360 1-Mar-27 $254,270.45
6996984 FREMONT CA 94538 SFD 7.750 7.484 $2,668.64 360 1-Mar-27 $371,972.48
6996986 SAN RAMON CA 94583 SFD 7.625 7.359 $2,434.46 360 1-Apr-27 $343,701.06
6996987 RIVER EDGE NJ 07661 SFD 8.125 7.859 $1,113.75 360 1-Jan-27 $149,603.49
6996992 LANSING NY 14882 SFD 8.500 8.234 $2,099.13 360 1-Feb-27 $272,500.34
6997000 LOS ANGELES CA 90026 SFD 8.000 7.734 $1,670.78 360 1-Mar-27 $227,393.42
6997001 PUEBLO CO 81005 SFD 7.875 7.609 $1,589.35 360 1-Feb-27 $218,744.47
6997008 WESTBORO MA 01581 SFD 8.250 7.984 $1,842.83 360 1-Apr-27 $245,139.58
6997014 CHAPEL HILL NC 27516 SFD 7.750 7.484 $1,647.75 360 1-Apr-27 $229,837.67
6997017 ATLANTA GA 30327 SFD 8.000 7.734 $2,689.25 360 1-Apr-27 $366,254.08
6997018 MAPLE PARK IL 60151 SFD 8.250 7.984 $2,103.55 360 1-Apr-27 $279,821.45
6997019 WYCKOFF NJ 07481 SFD 7.750 7.484 $1,683.57 360 1-Apr-27 $234,834.14
6997020 LYME CT 06371 SFD 7.875 7.609 $1,752.13 360 1-Apr-27 $241,483.70
6997023 POUND RIDGE NY 10576 SFD 8.500 8.234 $2,941.09 360 1-Mar-27 $382,034.92
6997024 MORGAN HILL CA 95037 SFD 7.750 7.484 $1,834.02 360 1-Jan-27 $255,270.22
6997025 CARLSBAD CA 92009 SFD 8.375 8.109 $1,811.63 360 1-Mar-27 $238,052.67
6997028 CARLSBAD CA 92009 LCO 7.250 6.984 $1,500.79 360 1-Jan-27 $219,307.27
6997031 STURBRIDGE MA 01566 SFD 8.250 7.984 $2,148.63 360 1-Jun-26 $283,109.56
6997033 CRYSTAL BAY NV 89402 SFD 8.500 8.234 $4,997.94 360 1-Mar-27 $649,209.67
6997036 EDEN PRAIRIE MN 55347 SFD 7.875 7.609 $1,966.39 360 1-Apr-27 $271,013.36
6997038 CLIFTON VA 20124 SFD 8.125 7.859 $1,930.49 360 1-Apr-27 $259,829.93
6997039 PARKER CO 80134 SFD 8.000 7.734 $1,948.91 240 1-Apr-17 $232,604.42
6997041 CHESTER NJ 07930 SFD 8.000 7.734 $3,052.46 360 1-Apr-27 $415,720.87
6997042 GRAND JUNCTION CO 81503 SFD 7.875 7.609 $2,030.19 360 1-Apr-27 $279,807.31
6997043 COLORADO SPRINGS CO 80906 SFD 8.000 7.734 $2,789.04 360 1-Apr-27 $379,082.94
6997047 SAN FRANCISCO CA 94122 SFD 8.625 8.359 $1,722.93 360 1-Apr-27 $221,385.22
6997049 LIVERMORE CA 94550 SFD 7.625 7.359 $2,916.11 360 1-Apr-27 $411,701.81
6997050 SAN JOSE CA 95136 SFD 8.250 7.984 $863.96 360 1-Dec-26 $114,628.25
6997051 SAN JOSE CA 95138 SFD 8.000 7.734 $1,714.07 360 1-Dec-26 $232,805.80
6997055 CHINO HILLS CA 91709 SFD 8.625 8.359 $1,758.58 360 1-Apr-27 $225,966.51
6997061 ROCHESTER MN 55902 SFD 8.125 7.859 $4,028.05 360 1-Mar-27 $541,787.85
6997062 SUDBURY MA 01776 SFD 8.000 7.734 $2,113.24 360 1-Apr-27 $287,706.76
6997063 GREENSBORO NC 27455 SFD 8.000 7.734 $2,164.61 360 1-Apr-27 $294,802.06
6997064 LONG BEACH NJ 08008 SFD 8.125 7.859 $2,747.24 360 1-Apr-27 $369,757.97
6997066 PLYMOUTH MN 55446 SFD 7.875 7.609 $2,247.72 360 1-Apr-27 $309,786.66
6997071 ALTADENA CA 91001 SFD 7.750 7.484 $3,868.63 360 1-Mar-27 $539,235.28
6997072 CORAL SPRINGS FL 33065 SFD 8.375 8.109 $1,696.48 360 1-Apr-27 $223,061.27
6997073 HUNTINGTON BEACH CA 92649 SFD 7.625 7.359 $4,600.65 360 1-Apr-27 $649,528.55
6997074 ORANGE CA 92869 SFD 7.875 7.609 $2,175.21 360 1-Apr-27 $299,793.54
6997080 REDDING CA 96001 SFD 8.250 7.984 $3,198.14 360 1-Apr-27 $422,428.55
6997081 RANCHO SANTA FE CA 92067 SFD 8.000 7.734 $7,337.65 360 1-Mar-27 $998,653.56
6997082 ALPINE UT 84004 SFD 8.250 7.984 $7,512.59 360 1-Apr-27 $999,352.34
6997083 SAN DIEGO CA 92128 SFD 8.125 7.859 $2,085.30 360 1-Apr-27 $280,666.29
6997084 CHULA VISTA CA 91910 SFD 8.375 8.109 $1,596.15 360 1-Apr-27 $209,869.48
6997085 LIVERMORE CA 94550 SFD 7.750 7.484 $2,063.27 360 1-Jan-27 $287,179.02
6997090 SPOKANE WA 99202 SFD 7.875 7.609 $3,386.07 360 1-Mar-27 $466,355.13
6997091 REDMOND WA 98052 SFD 7.875 7.609 $1,812.67 360 1-Mar-27 $249,654.79
6997093 SAN JOSE CA 95125 SFD 7.875 7.609 $2,231.76 360 1-Apr-27 $307,588.18
6997097 MARBLEHEAD MA 01945 SFD 7.875 7.609 $1,677.09 360 1-Apr-27 $231,140.82
6997098 STILLWATER MN 55082 SFD 8.250 7.984 $3,756.33 360 1-Apr-27 $499,681.17
6997099 YARDLEY PA 19067 SFD 7.750 7.484 $1,947.21 360 1-Apr-27 $271,608.16
6997100 HENDERSON NV 89014 SFD 8.000 7.734 $1,907.05 360 1-Jan-27 $258,941.89
6997101 VIENNA VA 22182 SFD 7.500 7.234 $1,789.99 360 1-Apr-27 $255,810.01
6997102 ASPEN CO 81611 SFD 8.125 7.859 $2,004.74 360 1-Apr-27 $269,823.38
6997108 AUSTIN TX 78750 SFD 8.250 7.984 $1,880.95 360 1-Mar-27 $250,049.59
6997109 LAREDO TX 78045 SFD 8.250 7.984 $3,606.08 360 1-Apr-27 $479,693.92
6997110 DURANGO CO 81301 SFD 8.125 7.859 $1,930.49 360 1-Apr-27 $259,829.93
6997111 PARK CITY UT 84060 SFD 8.125 7.859 $5,197.48 360 1-Feb-27 $698,616.98
6997112 CAPE CANAVERAL FL 32920 HCO 8.500 8.234 $658.19 360 1-Apr-27 $85,548.14
6997116 SALT LAKE CITY UT 84106 SFD 8.375 8.109 $836.08 360 1-Feb-27 $109,793.45
6997117 SANTA CLARITA CA 91355 SFD 8.625 8.359 $1,869.42 360 1-Apr-27 $240,208.10
6997118 SAN DIEGO CA 92127 SFD 8.125 7.859 $1,752.29 360 1-Apr-27 $235,845.63
6997121 LAS FLORES AREA CA 92688 SFD 8.000 7.734 $1,597.41 360 1-Dec-26 $216,959.81
6997122 ARDEN HILLS MN 55112 SFD 8.250 7.984 $2,050.96 360 1-Apr-27 $272,825.92
6997127 EVERGREEN CO 80439 PUD 8.125 7.859 $2,966.28 360 1-Apr-27 $399,238.67
6997128 SANDY UT 84092 SFD 8.000 7.734 $2,078.38 360 1-Mar-27 $282,867.63
6997130 MAHWAH NJ 07430 SFD 8.250 7.984 $1,851.87 360 1-Apr-27 $246,342.82
6997131 RALEIGH NC 27614 SFD 8.000 7.734 $1,788.00 360 1-Jan-27 $243,014.43
6997133 OAKLAND CA 94619 SFD 7.875 7.609 $2,755.26 360 1-Mar-27 $379,475.26
6997134 ALBUQUERQUE NM 87112 SFD 7.875 7.609 $2,537.74 360 1-Apr-27 $349,759.14
6997138 PHOENIX AZ 85018 SFD 7.875 7.609 $2,900.28 360 1-Apr-27 $399,724.72
6997141 BENICIA CA 94510 SFD 8.250 7.984 $1,817.79 360 1-Apr-27 $241,809.71
6997142 MOUNT LAUREL NJ 08054 SFD 7.750 7.484 $573.13 360 1-Apr-27 $79,943.54
6997145 FORT COLLINS CO 80525 SFD 8.000 7.734 $2,345.04 360 1-Apr-27 $319,375.56
6997148 LOS ANGELES CA 90046 SFD 8.375 8.109 $2,721.06 360 1-Apr-27 $357,777.48
6997150 YORBA LINDA CA 92887 SFD 7.750 7.484 $3,223.85 360 1-Apr-27 $449,682.40
6997151 NEWPORT BEACH CA 92660 SFD 7.750 7.484 $3,195.20 360 1-Apr-27 $445,685.22
6997154 REDMOND WA 98052 SFD 8.000 7.734 $2,072.88 360 1-Apr-27 $282,310.45
6997157 EAST SANDWICH MA 02537 SFD 7.875 7.609 $1,612.55 360 1-Jan-27 $221,616.04
6997161 WOODBRIDGE VA 22192 SFD 7.500 7.234 $1,621.62 360 1-Apr-27 $231,747.88
6997163 DEERFIELD IL 60015 SFD 8.125 7.859 $2,153.24 360 1-Apr-27 $289,810.30
6997164 RENO NV 89511 SFD 8.250 7.984 $1,709.13 360 1-Apr-27 $227,354.93
6997166 GLENDORA CA 91740 SFD 8.000 7.734 $2,758.95 360 1-Apr-27 $375,747.72
6997169 SEA ISLE CITY NJ 08243 LCO 8.625 8.359 $875.01 360 1-Apr-27 $112,433.58
6997170 HOUSTON TX 77027 SFD 8.125 7.859 $3,118.49 360 1-Apr-27 $419,725.26
6997172 ATASCADERO CA 93422 SFD 8.250 7.984 $1,757.96 360 1-Apr-27 $233,821.23
6997175 SAN JOSE CA 95110 SFD 8.000 7.734 $2,188.82 360 1-Apr-27 $298,099.85
6997178 BOSSIER CITY LA 71111 SFD 8.125 7.859 $1,626.07 360 1-Apr-27 $218,856.74
6997180 HOLGATE NJ 08008 SFD 8.125 7.859 $2,227.49 360 1-Apr-27 $299,803.76
6997187 OCEAN CITY NJ 08226 SFD 7.625 7.359 $2,452.51 360 1-Apr-27 $346,249.21
6997191 WESTLAKE VILLAGE CA 91361 SFD 8.000 7.734 $2,296.68 360 1-Apr-27 $312,789.99
6997192 SAN JOSE CA 95120 SFD 7.750 7.484 $2,149.24 360 1-Apr-27 $299,788.26
6997194 HOBOKEN NJ 07030 MF2 8.125 7.859 $2,747.24 360 1-Apr-27 $369,746.68
6997198 COLLEYVILLE TX 76034 SFD 8.125 7.859 $1,968.73 360 1-Dec-26 $264,270.96
6997199 ARLINGTON VA 22209 SFD 7.750 7.484 $1,791.03 360 1-May-27 $250,000.00
6997200 WASHINGTON DC 20015 SFD 7.875 7.609 $2,016.85 360 1-Apr-27 $277,968.58
6997202 INDIANAPOLIS IN 46234 SFD 8.125 7.859 $2,758.75 360 1-Apr-27 $371,279.95
6997203 LAS VEGAS NV 89134 SFD 7.250 6.984 $1,500.79 360 1-Mar-27 $219,655.72
6997204 CHASKA MN 55318 SFD 8.125 7.859 $2,142.62 360 1-Apr-27 $288,381.24
6997205 PLYMOUTH MN 55447 SFD 8.500 8.234 $2,952.63 360 1-Apr-27 $383,767.37
6997206 OVERLAND PARK KS 66223 SFD 7.500 7.234 $1,843.83 360 1-Mar-27 $263,307.37
6997561 PASO ROBLES CA 93446 SFD 8.250 7.984 $3,756.33 360 1-May-27 $500,000.00
$89,953,841.08
</TABLE>
(i) (ii) (x) (xi) (xii) (xiii) (xiv) (xv)
--- ---- --- ---- ----- ------ ----- ----
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN INSURANCE SERVICE MORTGAGE SERVICE
NUMBER CITY LTV SUBSIDY CODE FEE LOAN FEE
------ ---- --- ------- ---- --- ---- ---
6993098 BELLEVUE 80.00 0.250 0.016
6993473 EDEN PRAIRIE 90.00 12 0.250 0.016
6993480 LA JOLLA 80.00 0.250 0.016
6994543 NOVI 68.75 0.250 0.016
6994545 BRECKENRIDGE 55.73 0.250 0.016
6994655 LEXINGTON 81.48 12 0.250 0.016
6994669 CHEVY CHASE 48.09 0.250 0.016
6994676 NORTHBOROUGH 65.39 0.250 0.016
6994685 PARK RIDGE 72.06 0.250 0.016
6994733 RICHMOND 78.36 0.250 0.016
6994749 PROSPECT HEIGHTS 80.00 0.250 0.016
6994754 CHICAGO 89.91 11 0.250 0.016
6994863 WHEATON 43.62 0.250 0.016
6994909 BLAINE 89.02 01 0.250 0.016
6994910 GLENVIEW 75.00 0.250 0.016
6995058 LINO LAKES 79.49 0.250 0.016
6995059 AFTON 80.00 0.250 0.016
6995060 ROSEVILLE 63.08 0.250 0.016
6995269 BEND 80.00 0.250 0.016
6995348 OAK PARK 79.20 0.250 0.016
6995351 AUSTIN 80.00 0.250 0.016
6995355 MAPLE VALLEY 85.00 17 0.250 0.016
6995366 SCOTTSDALE 80.00 0.250 0.016
6995477 LOS ANGELES 56.76 0.250 0.016
6995559 VALENCIA AREA 88.53 13 0.250 0.016
6995569 CHESTERFIELD 65.09 0.250 0.016
6995573 DENVER 80.00 0.250 0.016
6995594 SAN CLEMENTE 78.85 0.250 0.016
6995604 MAHWAH 80.00 0.250 0.016
6995670 WOODBURY 75.00 0.250 0.016
6995744 ISSAQUAH 80.00 0.250 0.016
6995771 STILLWATER 86.33 06 0.250 0.016
6995905 GLADWYNE 65.07 0.250 0.016
6995914 VACAVILLE 67.71 0.250 0.016
6995933 WEST CHESTER 80.00 0.250 0.016
6995961 VILLANOVA 70.00 0.250 0.016
6996073 WASHINGTON 44.44 0.250 0.016
6996097 SAN DEIGO 85.00 12 0.250 0.016
6996104 ALEXANDRIA 74.55 0.250 0.016
6996171 SAN DIEGO 60.00 0.250 0.016
6996200 SAN DIEGO 71.22 0.250 0.016
6996221 GLENDALE 95.00 33 0.250 0.016
6996283 WESTON 53.95 0.250 0.016
6996296 LOS ANGELES 79.16 0.250 0.016
6996329 WHEATON 64.47 0.250 0.016
6996330 FREEHOLD 90.00 33 0.250 0.016
6996457 EVERGREEN 80.00 0.250 0.016
6996478 CORONADO 75.70 0.250 0.016
6996522 TUCSON 80.00 0.250 0.016
6996530 ORANGE 90.00 06 0.250 0.016
6996540 RENO 68.15 0.250 0.016
6996544 ANNANDALE 76.95 0.250 0.016
6996582 RANCHO CUCAMONGA 90.00 33 0.250 0.016
6996591 SAN DIEGO 65.65 0.250 0.016
6996614 TRABUCO CANYON 95.00 13 0.250 0.016
6996619 DEERFIELD BEACH 75.00 0.250 0.016
6996660 SAN LUIS OBISPO 70.00 0.250 0.016
6996664 MONTICELLO 79.25 0.250 0.016
6996684 SIMPSONVILLE 59.77 0.250 0.016
6996692 SAN JOSE 79.99 0.250 0.016
6996698 KELLER 80.00 0.250 0.016
6996702 JOHNSTON 77.88 0.250 0.016
6996703 EUGENE 87.37 33 0.250 0.016
6996737 MINNEAPOLIS 80.00 0.250 0.016
6996740 SAN DIEGO 80.00 0.250 0.016
6996748 PARK RIDGE 80.00 0.250 0.016
6996754 AUSTIN 78.11 0.250 0.016
6996756 MANSFIELD 90.00 33 0.250 0.016
6996760 OTIS 75.00 0.250 0.016
6996761 LA JOLLA 68.32 0.250 0.016
6996763 DANVILLE 75.00 0.250 0.016
6996764 SAN RAMON 79.98 0.250 0.016
6996765 SAN RAMON 94.99 13 0.250 0.016
6996768 CHICAGO 94.65 01 0.250 0.016
6996769 ALLAMUCHY 61.54 0.250 0.016
6996771 BASALT 78.43 0.250 0.016
6996772 WEST DES MOINES 90.00 33 0.250 0.016
6996773 SOUTHERN PINES 84.00 13 0.250 0.016
6996774 SANFORD 90.00 33 0.250 0.016
6996777 BELLEVUE 80.00 0.250 0.016
6996779 STONE HARBOR 80.00 0.250 0.016
6996782 HEBER CITY 56.09 0.250 0.016
6996784 OSSINING 79.80 0.250 0.016
6996785 LOS ANGELES 53.76 0.250 0.016
6996786 MODESTO 69.94 0.250 0.016
6996787 CARLSBAD 77.09 0.250 0.016
6996792 NEDERALND 70.00 0.250 0.016
6996794 DUVALL 79.99 0.250 0.016
6996795 MORRO BAY 80.00 0.250 0.016
6996797 BOSSIER CITY 80.00 0.250 0.016
6996800 AURORA 79.86 0.250 0.016
6996802 MAHWAH 80.00 0.250 0.016
6996805 CRYSTAL LAKE 79.84 0.250 0.016
6996806 MAPLE GROVE 80.00 0.250 0.016
6996807 WACONIA 75.62 0.250 0.016
6996809 POUND RIDGE 52.30 0.250 0.016
6996810 SANTA ANA 80.00 0.250 0.016
6996811 SIMI VALLEY 80.00 0.250 0.016
6996812 BERNARDS 60.00 0.250 0.016
6996813 CHESTER 74.85 0.250 0.016
6996814 SAN JOSE 94.04 13 0.250 0.016
6996815 AUSTIN 77.09 0.250 0.016
6996818 DOYLESTOWN 74.83 0.250 0.016
6996820 MOUNT KISCO 76.38 0.250 0.016
6996821 ESCONDIDO 80.00 0.250 0.016
6996822 MANHATTAN BEACH 80.00 0.250 0.016
6996823 SUNNYVALE 64.94 0.250 0.016
6996824 BRIDGEWATER 95.00 06 0.250 0.016
6996825 SAN DIEGO 89.99 13 0.250 0.016
6996827 SAN JOSE 80.00 0.250 0.016
6996832 ROCKY HILL 95.00 11 0.250 0.016
6996834 ST PAUL 90.00 33 0.250 0.016
6996838 VIRGINIA BEACH 90.00 13 0.250 0.016
6996839 MOLT 70.03 0.250 0.016
6996840 BILLINGS 79.49 0.250 0.016
6996841 DOWNERS GROVE 80.00 0.250 0.016
6996847 FAIR HAVEN 75.00 0.250 0.016
6996848 NORTH BEACH 47.92 0.250 0.016
6996849 HOUSTON 58.82 0.250 0.016
6996850 AVALON 80.00 0.250 0.016
6996854 SANTA CLARITA 90.00 24 0.250 0.016
6996858 LIBERTY 40.52 0.250 0.016
6996859 WEST CALDWELL 70.00 0.250 0.016
6996860 BRIDGEWATER 67.27 0.250 0.016
6996862 LINCOLN 79.97 0.250 0.016
6996864 LAS CRUCES 80.00 0.250 0.016
6996866 LAS VEGAS 69.99 0.250 0.016
6996868 FAIRFAX 79.95 0.250 0.016
6996871 RAMSEY 66.67 0.250 0.016
6996873 OAK BROOK 79.59 0.250 0.016
6996879 RIDGEFIELD 90.00 33 0.250 0.016
6996881 COTO DE CAZA AREA 95.00 33 0.250 0.016
6996896 GENESEE DEPOT 78.75 0.250 0.016
6996898 KENSINGTON 80.00 0.250 0.016
6996899 ATLANTA 58.82 0.250 0.016
6996904 BAY HEAD 84.13 33 0.250 0.016
6996905 DANVILLE 80.00 0.250 0.016
6996908 HERMITAGE 90.00 33 0.250 0.016
6996909 MISSOULA 80.00 0.250 0.016
6996912 FREMONT 50.00 0.250 0.016
6996914 GILROY 77.24 0.250 0.016
6996917 SAN RAMON 79.91 0.250 0.016
6996918 CASTRO VALLEY 80.00 0.250 0.016
6996922 LYONS 80.00 0.250 0.016
6996923 BOSSIER CITY 95.00 01 0.250 0.016
6996925 LAKEVILLE 75.00 0.250 0.016
6996926 ASTORIA 84.85 16 0.250 0.016
6996927 COLORADO SPRINGS 76.04 0.250 0.016
6996929 CARMEL 69.99 0.250 0.016
6996930 ALAMO 67.65 0.250 0.016
6996931 CHINO HILLS 87.39 33 0.250 0.016
6996934 LINO LAKES 88.00 12 0.250 0.016
6996935 EXCELSIOR 70.12 0.250 0.016
6996936 BURIEN 90.00 33 0.250 0.016
6996937 NAVARRE 75.00 0.250 0.016
6996944 NORTHBORO 89.99 33 0.250 0.016
6996948 SANDY 89.80 06 0.250 0.016
6996949 WASHINGTON 78.96 0.250 0.016
6996950 AMES 90.00 13 0.250 0.016
6996951 IOWA CITY 80.00 0.250 0.016
6996952 SPRING GROVE 80.00 0.250 0.016
6996957 MAMMOTH LAKES 90.00 33 0.250 0.016
6996958 GRAND RAPIDS 90.00 06 0.250 0.016
6996960 NEWPORT BEACH 80.00 0.250 0.016
6996962 ATLANTA 74.60 0.250 0.016
6996963 PARKLAND 80.00 0.250 0.016
6996967 UPPER GRANDVIEW 80.00 0.250 0.016
6996968 DALLAS 66.67 0.250 0.016
6996969 BOZEMAN 80.00 0.250 0.016
6996970 MOORESVILLE 53.57 0.250 0.016
6996973 PLEASANTON 71.47 0.250 0.016
6996976 DALY CITY 90.00 16 0.250 0.016
6996982 GOLDEN 90.00 33 0.250 0.016
6996984 FREMONT 49.01 0.250 0.016
6996986 SAN RAMON 69.63 0.250 0.016
6996987 RIVER EDGE 73.17 0.250 0.016
6996992 LANSING 75.00 0.250 0.016
6997000 LOS ANGELES 87.58 33 0.250 0.016
6997001 PUEBLO 80.00 0.250 0.016
6997008 WESTBORO 80.00 0.250 0.016
6997014 CHAPEL HILL 68.45 0.250 0.016
6997017 ATLANTA 81.44 24 0.250 0.016
6997018 MAPLE PARK 80.00 0.250 0.016
6997019 WYCKOFF 79.66 0.250 0.016
6997020 LYME 90.00 33 0.250 0.016
6997023 POUND RIDGE 63.75 0.250 0.016
6997024 MORGAN HILL 38.79 0.250 0.016
6997025 CARLSBAD 89.98 0.250 0.016
6997028 CARLSBAD 84.72 11 0.250 0.016
6997031 STURBRIDGE 84.87 33 0.250 0.016
6997033 CRYSTAL BAY 25.00 0.250 0.016
6997036 EDEN PRAIRIE 80.00 0.250 0.016
6997038 CLIFTON 79.27 0.250 0.016
6997039 PARKER 73.27 0.250 0.016
6997041 CHESTER 79.99 0.250 0.016
6997042 GRAND JUNCTION 80.00 0.250 0.016
6997043 COLORADO SPRINGS 54.30 0.250 0.016
6997047 SAN FRANCISCO 71.46 0.250 0.016
6997049 LIVERMORE 80.00 0.250 0.016
6997050 SAN JOSE 37.58 0.250 0.016
6997051 SAN JOSE 80.00 0.250 0.016
6997055 CHINO HILLS 95.00 33 0.250 0.016
6997061 ROCHESTER 77.50 0.250 0.016
6997062 SUDBURY 76.19 0.250 0.016
6997063 GREENSBORO 73.75 0.250 0.016
6997064 LONG BEACH 80.00 0.250 0.016
6997066 PLYMOUTH 73.37 0.250 0.016
6997071 ALTADENA 80.00 0.250 0.016
6997072 CORAL SPRINGS 90.00 33 0.250 0.016
6997073 HUNTINGTON BEACH 78.79 0.250 0.016
6997074 ORANGE 69.77 0.250 0.016
6997080 REDDING 69.00 0.250 0.016
6997081 RANCHO SANTA FE 67.80 0.250 0.016
6997082 ALPINE 52.63 0.250 0.016
6997083 SAN DIEGO 89.99 17 0.250 0.016
6997084 CHULA VISTA 75.00 0.250 0.016
6997085 LIVERMORE 80.00 0.250 0.016
6997090 SPOKANE 75.93 0.250 0.016
6997091 REDMOND 71.02 0.250 0.016
6997093 SAN JOSE 69.99 0.250 0.016
6997097 MARBLEHEAD 90.00 11 0.250 0.016
6997098 STILLWATER 80.00 0.250 0.016
6997099 YARDLEY 90.00 33 0.250 0.016
6997100 HENDERSON 79.99 0.250 0.016
6997101 VIENNA 80.00 0.250 0.016
6997102 ASPEN 31.76 0.250 0.016
6997108 AUSTIN 78.24 0.250 0.016
6997109 LAREDO 80.00 0.250 0.016
6997110 DURANGO 57.14 0.250 0.016
6997111 PARK CITY 80.00 0.250 0.016
6997112 CAPE CANAVERAL 80.00 0.250 0.016
6997116 SALT LAKE CITY 62.86 0.250 0.016
6997117 SANTA CLARITA 95.00 24 0.250 0.016
6997118 SAN DIEGO 80.00 0.250 0.016
6997121 LAS FLORES AREA 90.00 11 0.250 0.016
6997122 ARDEN HILLS 78.00 0.250 0.016
6997127 EVERGREEN 85.00 24 0.250 0.016
6997128 SANDY 90.00 33 0.250 0.016
6997130 MAHWAH 64.03 0.250 0.016
6997131 RALEIGH 95.00 06 0.250 0.016
6997133 OAKLAND 80.00 0.250 0.016
6997134 ALBUQUERQUE 66.67 0.250 0.016
6997138 PHOENIX 60.61 0.250 0.016
6997141 BENICIA 80.00 0.250 0.016
6997142 MOUNT LAUREL 51.45 0.250 0.016
6997145 FORT COLLINS 89.16 01 0.250 0.016
6997148 LOS ANGELES 79.56 0.250 0.016
6997150 YORBA LINDA 58.98 0.250 0.016
6997151 NEWPORT BEACH 80.00 0.250 0.016
6997154 REDMOND 76.35 0.250 0.016
6997157 EAST SANDWICH 80.00 0.250 0.016
6997161 WOODBRIDGE 79.97 0.250 0.016
6997163 DEERFIELD 69.05 0.250 0.016
6997164 RENO 94.99 01 0.250 0.016
6997166 GLENDORA 80.00 0.250 0.016
6997169 SEA ISLE CITY 75.00 0.250 0.016
6997170 HOUSTON 80.00 0.250 0.016
6997172 ATASCADERO 90.00 06 0.250 0.016
6997175 SAN JOSE 79.98 0.250 0.016
6997178 BOSSIER CITY 79.64 0.250 0.016
6997180 HOLGATE 75.00 0.250 0.016
6997187 OCEAN CITY 90.00 12 0.250 0.016
6997191 WESTLAKE VILLAGE 65.89 0.250 0.016
6997192 SAN JOSE 64.94 0.250 0.016
6997194 HOBOKEN 79.57 0.250 0.016
6997198 COLLEYVILLE 80.00 0.250 0.016
6997199 ARLINGTON 80.00 0.250 0.016
6997200 WASHINGTON 80.00 0.250 0.016
6997202 INDIANAPOLIS 74.31 0.250 0.016
6997203 LAS VEGAS 58.65 0.250 0.016
6997204 CHASKA 90.00 13 0.250 0.016
6997205 PLYMOUTH 80.00 0.250 0.016
6997206 OVERLAND PARK 90.00 06 0.250 0.016
6997561 PASO ROBLES 74.07 0.250 0.016
COUNT: 274
WAC: 7.994955639
WAM: 357.3057855
WALTV: 75.19761454
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by
Norwest Mortgage in Frederick, Maryland]
NASCOR
NMI/1997-8 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 MATURITY PRINCIPAL
NUMBER City STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4521145 PONTE VEDRA BEACH FL 32082 SFD 8.750 8.484 $2,144.94 360 1-Apr-27 $272,493.13
4533838 LITTLE ROCK AR 72212 SFD 7.875 7.609 $2,175.21 360 1-May-27 $300,000.00
4534814 HUNTINGTON NY 11746 SFD 9.375 9.109 $1,117.87 360 1-Aug-26 $133,769.74
STATION
4536344 SHERWOOD AR 72120 SFD 7.750 7.484 $2,132.05 360 1-Apr-27 $297,389.95
4536780 COROLLA NC 27927 SFD 8.500 8.234 $1,730.06 360 1-May-27 $225,000.00
4538726 STATEN ISLAND NY 10305 LCO 8.875 8.609 $875.21 360 1-Sep-26 $109,493.71
4541623 HARRISON NY 10528 SFD 7.625 7.359 $1,953.52 360 1-Apr-27 $275,800.23
4542064 LITTLE SILVER NJ 07739 SFD 8.625 8.359 $1,953.81 360 1-Nov-26 $250,293.99
4544797 GREAT NECK NY 11021 SFD 7.750 7.484 $2,579.09 360 1-May-27 $360,000.00
4545712 MOUNT SINAI NY 11766 SFD 8.375 8.109 $858.88 360 1-Dec-26 $112,643.90
4546521 LAS CRUCES NM 88005 SFD 8.500 8.234 $1,883.84 360 1-Apr-27 $244,851.58
4547092 EAST HAMPTON NY 11937 SFD 8.625 8.359 $1,935.53 360 1-Apr-27 $248,703.08
4548123 STATEN ISLAND NY 10312 SFD 8.500 8.234 $2,011.48 360 1-May-27 $261,600.00
4548422 NEW YORK NY 10023 HCO 8.000 7.734 $2,201.30 360 1-May-27 $300,000.00
4550117 CLINTON NJ 08809 SFD 8.125 7.859 $1,960.20 360 1-Dec-26 $263,124.73
4550654 MODESTO CA 95356 SFD 8.750 8.484 $2,810.88 360 1-Apr-27 $357,094.43
4551797 AMBLER PA 19002 SFD 7.625 7.359 $1,770.55 360 1-Apr-27 $249,938.94
4552806 BOCA RATON FL 33432 SFD 8.125 7.859 $1,726.31 360 1-Dec-26 $231,729.17
4556352 MANHATTAN MT 59741 SFD 8.125 7.859 $2,650.90 240 1-Apr-17 $313,475.15
4557638 LEXINGTON MA 02173 SFD 8.125 7.859 $2,413.12 360 1-May-27 $325,000.00
4558321 CHARLOTTE NC 28226 SFD 7.750 7.484 $1,970.13 360 1-Jan-27 $274,177.29
4558512 MIAMI FL 33016 SFD 8.750 8.484 $1,806.27 360 1-Jan-27 $229,065.78
4560472 BAILEY CO 80421 SFD 8.500 8.234 $2,183.71 360 1-Apr-27 $283,827.96
4560482 LONG BEACH NY 11561 SFD 9.000 8.734 $1,029.92 360 1-Apr-27 $127,930.08
4560521 SANGER CA 93657 SFD 8.500 8.234 $2,114.51 360 1-Dec-26 $274,104.80
4560977 WALESKA GA 30183 SFD 8.250 7.984 $1,535.22 360 1-Jan-27 $203,823.34
4561138 CAMPBELL CA 95008 PUD 8.000 7.734 $1,680.33 360 1-Apr-27 $228,846.34
4561363 FOUNTAIN HILLS AZ 85268 SFD 7.625 7.359 $1,808.42 360 1-Jan-27 $254,753.19
4563348 CONVENT STATION NJ 07961 SFD 8.000 7.734 $1,768.38 360 1-May-27 $241,000.00
4563634 MCLEAN VA 22101 SFD 8.625 8.359 $2,232.26 360 1-Jan-27 $286,314.87
4563883 LACONNER WA 98257 SFD 7.625 7.359 $2,335.72 360 1-Feb-27 $329,278.90
4563988 STRATTON MOUNTAIN VT 05155 SFD 8.250 7.984 $1,953.30 360 1-May-27 $260,000.00
4564232 ROME NY 13440 SFD 8.625 8.359 $427.78 360 1-Feb-27 $54,901.89
4565251 STATEN ISLAND NY 10314 SFD 8.375 8.109 $2,021.80 360 1-Apr-27 $265,834.66
4565762 SAN MATEO CA 94402 SFD 7.750 7.484 $1,977.30 360 1-Apr-27 $275,805.20
4566142 DRAPER UT 84020 SFD 7.875 7.609 $1,814.12 360 1-Jan-27 $249,504.47
4566592 CARLSBAD CA 92009 SFD 8.000 7.734 $2,942.40 360 1-Apr-27 $400,730.94
4566818 ALPINE UT 84004 SFD 8.625 8.359 $7,583.45 360 1-May-27 $975,000.00
4566859 WESTFIELD NJ 07090 SFD 8.375 8.109 $1,922.99 360 1-Apr-27 $252,842.74
4567007 BEDFORD NY 10506 SFD 8.625 8.359 $3,391.17 360 1-May-27 $436,000.00
4567271 HAMBURG NY 14075 SFD 8.875 8.609 $1,066.16 360 1-Jan-27 $132,981.19
4567622 RANDOLPH NJ 07869 SFD 8.375 8.109 $1,710.16 360 1-Apr-27 $224,860.15
4567625 NEWTON MA 02166 SFD 8.625 8.359 $1,944.48 360 1-Mar-27 $249,703.73
4567642 AUSTIN TX 78738 PUD 8.625 8.359 $2,011.76 360 1-Feb-27 $258,188.55
4567920 PEMBROOKE PINES FL 33027 SFD 8.250 7.984 $2,132.09 360 1-Mar-27 $283,436.83
4568283 SCOTCH PLAINS NJ 07076 SFD 7.750 7.484 $1,633.42 360 1-Apr-27 $227,839.08
4568402 SOUTH HAMPTON NY 11968 SFD 8.000 7.734 $7,337.65 360 1-Apr-27 $999,329.02
4568523 LEXINGTON MA 02173 SFD 8.000 7.734 $2,717.87 360 1-May-27 $370,400.00
4568576 PORTLAND OR 97202 LCO 8.000 7.734 $1,849.09 360 1-Apr-27 $251,830.91
4568770 PHOENIX AZ 85044 SFD 8.750 8.484 $881.10 360 1-Mar-27 $111,870.67
4568810 SCOTTS VALLEY CA 95066 SFD 8.500 8.234 $2,118.36 360 1-Apr-27 $275,333.10
4568834 LABADIE MO 63055 SFD 8.250 7.984 $1,652.79 360 1-Apr-27 $219,859.71
4568934 GILLETTE NJ 07933 SFD 8.250 7.984 $2,331.94 360 1-May-27 $310,400.00
4568980 FRAMINGTON MA 01701 SFD 8.500 8.234 $2,123.68 348 1-Apr-24 $269,143.08
4569187 MOUNT SINAI NY 11766 SFD 8.625 8.359 $2,332.59 360 1-Mar-27 $299,544.62
4569215 FAIRFAX VA 22032 SFD 8.125 7.859 $1,670.62 360 1-May-27 $225,000.00
4569280 PORTLAND OR 97214 SFD 8.125 7.859 $2,872.73 360 1-Mar-27 $386,036.40
4569515 HIGH POINT NC 27262 SFD 8.250 7.984 $1,989.35 360 1-Apr-27 $264,631.15
4569549 ANNANDALE VA 22003 SFD 7.500 7.234 $1,661.34 360 1-Apr-27 $237,423.66
4569671 AUSTIN TX 78736 SFD 7.875 7.609 $896.91 360 1-Apr-27 $123,614.87
4569838 JACKSON NJ 08527 SFD 7.500 7.234 $1,047.28 240 1-Apr-17 $129,765.22
4569932 SHELTER ISLAND NY 11964 SFD 8.875 8.609 $1,368.51 360 1-Feb-27 $171,708.57
4569944 FALLSTON MD 21047 SFD 8.000 7.734 $1,650.98 360 1-Apr-27 $224,749.02
4570149 MIAMI BEACH FL 33139 HCO 8.625 8.359 $883.57 360 1-Mar-27 $113,465.38
4570165 MASSAPEQUA PARK NY 11762 SFD 8.000 7.734 $1,796.26 360 1-Mar-27 $244,470.39
4570308 SAN FRANCISCO CA 94112 SFD 7.875 7.609 $1,254.37 360 1-Mar-27 $172,761.10
4570585 MANSFIELD NJ 07865 SFD 8.125 7.859 $1,188.00 360 1-Apr-27 $159,845.33
4570605 NORTH BELLMORE NY 11710 SFD 8.375 8.109 $1,124.91 360 1-Apr-27 $147,908.01
4570670 NEWPORT BEACH CA 92660 SFD 8.750 8.484 $3,146.81 360 1-Apr-27 $399,769.86
4570764 SOUTHLAKE TX 76092 SFD 8.125 7.859 $1,653.92 360 1-Mar-27 $222,457.59
4570809 MAHWAH NJ 07430 SFD 8.500 8.234 $2,629.68 360 1-Apr-27 $341,792.82
4570980 EUGENE OR 97401 SFD 8.125 7.859 $2,001.77 360 1-Mar-27 $269,246.10
4570982 PHILIPSTOWN NY 10524 SFD 8.375 8.109 $1,368.13 360 1-Apr-27 $179,888.12
4571295 HONOLULU HI 96821 SFD 7.500 7.234 $2,971.67 360 1-Apr-27 $424,684.58
4571562 EVERGREEN CO 80439 SFD 8.500 8.234 $2,410.55 360 1-Mar-27 $313,118.81
4571631 RYE NY 10580 SFD 7.875 7.609 $2,552.25 360 1-May-27 $352,000.00
4571667 PORTOLA VALLEY CA 94028 SFD 7.875 7.609 $4,459.18 360 1-Apr-27 $614,476.76
4571705 NEW ROCHELLE NY 10804 SFD 8.250 7.984 $2,253.80 360 1-Apr-27 $299,808.70
4571879 SANTA ROSA CA 95404 SFD 8.000 7.734 $2,326.04 360 1-Mar-27 $316,573.17
4571902 PHOENIX AZ 85016 SFD 8.250 7.984 $2,186.19 360 1-Apr-27 $290,814.44
4571940 NORTHPORT NY 11768 SFD 8.125 7.859 $1,983.96 360 1-May-27 $267,200.00
4572171 BAY SHORE NY 11706 SFD 8.500 8.234 $1,491.70 360 1-May-27 $194,000.00
4572258 TAVERNIER FL 33070 SFD 8.250 7.984 $781.32 360 1-Feb-27 $103,799.66
4572389 STATEN ISLAND NY 10310 SFD 8.250 7.984 $2,115.57 360 1-May-27 $281,600.00
4572404 DANVILLE CA 94526 PUD 8.750 8.484 $2,604.77 360 1-May-27 $331,100.00
4572450 EAST HAMPTON NY 11937 SFD 8.625 8.359 $913.91 360 1-May-27 $117,500.00
4572538 BRIDGEWATER CT 06752 SFD 7.750 7.484 $2,020.29 360 1-May-27 $282,000.00
4572593 CROSS RIVER T O NY 10518 SFD 8.500 8.234 $2,533.57 360 1-Apr-27 $329,300.39
LEWISBOR
4572596 ST CHARLES MO 63303 SFD 8.000 7.734 $3,592.51 360 1-May-27 $489,600.00
4572599 MONCLOVA OH 43542 SFD 7.875 7.609 $1,645.91 360 1-Apr-27 $226,843.78
4572681 SCOTTSDALE AZ 85259 SFD 8.000 7.734 $3,590.31 360 1-Mar-27 $488,641.19
4572700 BROOKLYN NY 11230 SFD 8.000 7.734 $1,731.68 360 1-May-27 $236,000.00
4572836 EDINA MN 55439 SFD 8.000 7.734 $2,164.61 360 1-Apr-27 $294,802.06
4572875 SLIDELL LA 70458 SFD 8.000 7.734 $2,476.46 360 1-Apr-27 $337,273.54
4572902 NANTUCKET MA 02554 SFD 8.250 7.984 $2,141.11 360 1-May-27 $285,000.00
4572922 KENNEWICK WA 99337 SFD 7.750 7.484 $2,191.51 360 1-Mar-27 $305,466.80
4573030 KIRKLAND WA 98034 SFD 8.250 7.984 $3,005.07 360 1-May-27 $400,000.00
4573033 VIRGINIA BEACH VA 23451 SFD 8.750 8.484 $2,138.65 360 1-Apr-27 $271,193.59
4573042 HIGHLANDS RANCH CO 80126 SFD 7.625 7.359 $2,243.71 360 1-Apr-27 $316,770.56
4573063 WESTWOOD NJ 07675 SFD 8.000 7.734 $892.26 360 1-Apr-27 $121,518.41
4573148 FRANKLIN TOWNSHIP NJ 08873 SFD 7.875 7.609 $1,914.18 360 1-Mar-27 $263,635.45
4573207 SALT LAKE CITY UT 84109 SFD 8.125 7.859 $2,093.85 360 1-Apr-27 $281,815.52
4573220 PUTNAM VALLEY NY 10579 THS 8.250 7.984 $638.58 360 1-Apr-27 $84,945.80
4573228 VICTORVILLE CA 92392 SFD 8.500 8.234 $2,110.67 360 1-Apr-27 $274,333.70
4573233 NEW YORK NY 10016 HCO 9.000 8.734 $1,544.88 360 1-Apr-27 $191,895.12
4573265 WAYLAND MA 01778 SFD 7.875 7.609 $4,118.40 360 1-May-27 $568,000.00
4573276 GAINESVILLE GA 35201 SFD 7.875 7.609 $2,140.40 360 1-Mar-27 $294,792.37
4573299 DES MOINES WA 98198 SFD 7.625 7.359 $2,123.38 360 1-Apr-27 $299,782.87
4573308 NEWTON MA 02165 SFD 7.625 7.359 $2,477.28 360 1-Apr-27 $349,746.68
4573312 LONGMEADOW MA 01106 SFD 8.125 7.859 $2,724.96 360 1-May-27 $367,000.00
4573430 CHATHAM NJ 07928 SFD 8.125 7.859 $2,969.99 360 1-May-27 $400,000.00
4573433 CHARLESTON WV 25304 SFD 8.375 8.109 $2,470.24 360 1-Apr-27 $324,797.99
4573444 SIMI VALLEY CA 93065 SFD 8.125 7.859 $2,519.30 360 1-Apr-27 $339,078.04
4573452 ELK GROVE CA 95758 SFD 8.625 8.359 $1,461.47 360 1-Apr-27 $187,789.06
4573494 SEARINGTOWN NY 11596 SFD 7.750 7.484 $2,665.05 360 1-Mar-27 $371,473.20
4573514 BIRMINGHAM AL 35242 SFD 8.125 7.859 $1,780.88 360 1-Apr-27 $239,693.10
4573592 PLEASANTON CA 94588 SFD 8.125 7.859 $2,516.33 360 1-Apr-27 $338,678.31
4573599 NORTH MIAMI BEACH FL 33160 HCO 8.500 8.234 $258.35 360 1-Mar-27 $33,559.16
4573613 AUSTIN TX 78746 SFD 8.000 7.734 $1,807.63 360 1-Apr-27 $246,184.70
4573656 TRABUCO CANYON CA 92679 SFD 8.000 7.734 $2,430.23 360 1-Apr-27 $330,977.77
AREA
4573667 MERRICK NY 11566 SFD 8.250 7.984 $1,998.37 360 1-Apr-27 $265,830.38
4573762 SAN DIEGO CA 92115 SFD 8.500 8.234 $1,599.35 360 1-Feb-27 $207,619.27
4573773 HENDERSON NV 89012 SFD 8.500 8.234 $1,885.00 360 1-Feb-27 $244,701.28
4573791 LINCROFT NJ 07738 SFD 7.750 7.484 $1,719.39 360 1-May-27 $240,000.00
4573817 BRIDGEWATER NJ 08807 SFD 7.875 7.609 $2,066.45 360 1-May-27 $285,000.00
4573920 TRABUCO CANYON CA 92679 SFD 7.750 7.484 $1,988.04 360 1-Apr-27 $277,304.15
AREA
4573940 WASINGTON DC 20007 SFD 8.250 7.984 $2,328.93 360 1-Mar-27 $309,603.28
4573944 WYCKOFF NJ 07481 SFD 8.375 8.109 $2,249.81 360 1-Apr-27 $295,816.03
4574015 OAKTON VA 22124 SFD 7.875 7.609 $4,132.90 360 1-May-27 $570,000.00
4574025 MAHWAH NJ 07430 SFD 8.625 8.359 $2,100.03 360 1-Apr-27 $269,840.60
4574052 KATY TX 77450 SFD 8.125 7.859 $1,707.75 360 1-May-27 $230,000.00
4574072 VALHALLA NY 10595 SFD 8.500 8.234 $2,444.38 360 1-Apr-27 $317,707.41
4574085 HICKSVILLE NY 11801 SFD 7.875 7.609 $725.07 360 1-May-27 $100,000.00
4574100 SCOTTSDALE AZ 85262 SFD 8.250 7.984 $1,739.93 360 1-Mar-27 $231,303.62
4574138 SAN ANTONIO TX 78258 SFD 8.250 7.984 $2,944.97 360 1-Mar-27 $391,498.34
4574298 BONITA SPRINGS FL 34134 SFD 7.750 7.484 $3,413.35 360 1-Mar-27 $475,775.28
4574307 HACKETTSTOWN NJ 07840 LCO 8.625 8.359 $472.90 360 1-May-27 $60,800.00
4574355 STILLWATER OK 74074 SFD 7.750 7.484 $3,510.42 360 1-Apr-27 $489,654.16
4574360 TUPELO MS 38801 SFD 8.000 7.734 $1,614.28 360 1-Apr-27 $219,852.39
4574401 COLUMBIA SC 29205 SFD 7.750 7.484 $2,357.00 360 1-Apr-27 $328,767.79
4574516 ALPHARETTA GA 30202 SFD 7.875 7.609 $3,915.37 360 1-Apr-27 $539,628.38
4574523 FREMONT CA 94539 PUD 8.500 8.234 $1,960.73 360 1-Apr-27 $254,845.52
4574549 EAST HAMPTON NY 11937 SFD 8.625 8.359 $1,804.48 360 1-Apr-27 $231,863.02
4574618 LAS VEGAS NV 89102 SFD 8.375 8.109 $3,275.91 360 1-May-27 $431,000.00
4574641 ROCKVILLE CENTRE NY 11570 SFD 7.875 7.609 $1,921.44 360 1-May-27 $265,000.00
4574683 FOREST HILLS NY 11375 SFD 8.125 7.859 $2,566.08 360 1-May-27 $345,600.00
4574686 BLAINE COUNTY ID 83333 SFD 8.750 8.484 $1,762.21 360 1-May-27 $224,000.00
4574707 GOLDEN CO 80403 SFD 8.000 7.734 $1,819.00 360 1-Apr-27 $247,733.67
4574738 COLUMBIA MD 21044 SFD 8.000 7.734 $1,599.61 360 1-May-27 $218,000.00
4574756 WANTAGH NY 11793 SFD 8.500 8.234 $1,107.24 360 1-May-27 $144,000.00
4574793 NEWTON NC 28658 SFD 8.000 7.734 $1,713.71 360 1-May-27 $233,550.00
4574798 PORT LUDLOW WA 98365 PUD 7.875 7.609 $1,848.93 360 1-May-27 $255,000.00
4574854 BAYSIDE NY 11360 HCO 8.500 8.234 $1,147.60 360 1-Apr-27 $149,159.59
4574856 LONG BEACH NJ 08002 SFD 8.500 8.234 $1,999.18 360 1-Mar-27 $259,683.86
4574943 STAFFORD VA 22554 SFD 8.500 8.234 $1,826.17 360 1-Apr-27 $237,356.12
4574952 MEMPHIS TN 38111 SFD 8.000 7.734 $2,017.85 360 1-Apr-27 $274,815.48
4574973 ACTON CA 93510 SFD 7.875 7.609 $1,852.92 360 1-Apr-27 $255,374.13
4574994 ARLINGTON VA 22201 SFD 7.875 7.609 $1,598.78 360 1-Apr-27 $220,348.25
4574998 TARZANA CA 91356 SFD 8.000 7.734 $2,054.55 360 1-Apr-27 $279,812.12
4575065 DUARTE CA 91010 SFD 7.750 7.484 $1,633.42 360 1-Apr-27 $227,839.08
4575155 MOUNT VERNON NY 10552 SFD 8.000 7.734 $1,778.65 360 1-Apr-27 $242,237.35
4575183 CINCINNATI OH 45243 SFD 8.000 7.734 $2,201.29 360 1-Apr-27 $299,798.71
4575398 MONTROSE CO 81401 SFD 8.250 7.984 $713.70 360 1-Feb-27 $94,817.03
4575474 ZEPHYR COVE NV 89448 SFD 7.875 7.609 $1,589.36 360 1-Apr-27 $219,049.14
4575506 WEST CHESTER PA 19380 SFD 7.750 7.484 $2,772.52 360 1-May-27 $387,000.00
4575656 MANDEVILLE LA 70448 SFD 7.500 7.234 $1,636.16 360 1-Apr-27 $233,826.34
4575662 PLANO TX 75093 SFD 8.125 7.859 $2,048.93 360 1-Apr-27 $275,769.48
4575726 WESTHAMPTON NY 11977 LCO 8.625 8.359 $2,488.93 360 1-Apr-27 $319,811.07
4575762 SUPERIOR CO 80027 SFD 7.750 7.484 $1,649.90 360 1-Apr-27 $230,137.45
4575772 GLEN HEAD NY 11545 SFD 8.375 8.109 $1,140.11 360 1-Apr-27 $149,767.17
4575805 INDIANAPOLIS IN 46217 SFD 7.875 7.609 $2,320.22 360 1-Apr-27 $319,779.78
4575830 GRANITE BAY CA 95746 SFD 7.750 7.484 $2,113.42 360 1-Apr-27 $294,791.79
4575884 WASHINGTONVILLE NY 10992 SFD 7.750 7.484 $1,564.65 360 1-May-27 $218,400.00
4575895 SEATTLE WA 98116 SFD 7.875 7.609 $2,356.48 360 1-Apr-27 $324,776.34
4575900 ATLANTA GA 30305 SFD 8.000 7.734 $2,384.73 360 1-Mar-27 $324,562.42
4575930 TORRANCE CA 90503 LCO 8.125 7.859 $1,774.02 360 1-Apr-27 $238,768.70
4575953 WEST LAFAYETTE IN 47906 SFD 8.125 7.859 $1,855.96 351 1-Jul-26 $248,276.26
4576007 CONCORD CA 94518 SFD 7.750 7.484 $2,127.10 360 1-Apr-27 $296,656.20
4576012 FLUSHING NY 11354 SFD 7.750 7.484 $1,146.26 360 1-Apr-27 $159,887.07
4576031 LIVONIA MI 48152 SFD 8.000 7.734 $963.07 360 1-May-27 $131,250.00
4576035 EAST WILLISTON NY 11596 SFD 7.750 7.484 $1,662.08 360 1-Apr-27 $231,836.25
4576090 BALBOA ISLAND CA 92662 SFD 8.250 7.984 $3,065.17 360 1-Apr-27 $407,739.83
4576126 ROXBURY CT 06783 SFD 8.375 8.109 $1,444.14 360 1-Apr-27 $189,881.90
4576129 NAPLES FL 34102 SFD 8.000 7.734 $6,934.08 360 1-Apr-27 $941,365.92
4576134 NASHVILLE TN 37205 SFD 7.875 7.609 $3,081.55 360 1-Apr-27 $424,707.51
4576150 BIRMINGHAM AL 35242 SFD 7.875 7.609 $1,972.19 360 1-Apr-27 $271,812.81
4576187 ELLICOTT CITY MD 21042 SFD 7.875 7.609 $1,794.55 360 1-May-27 $247,500.00
4576206 MALVERN PA 19355 PUD 7.000 6.734 $4,324.47 360 1-Apr-27 $649,467.20
4576252 ISSAQUAH WA 98027 SFD 7.750 7.484 $1,970.14 360 1-Apr-27 $274,805.90
4576262 BEDMINSTER TWP PA 18923 SFD 7.625 7.359 $1,546.53 360 1-May-27 $218,500.00
4576446 LIVINGSTON NJ 07039 SFD 8.375 8.109 $3,040.29 360 1-Mar-27 $399,501.02
4576462 BEND OR 97701 SFD 7.625 7.359 $3,623.90 360 1-Apr-27 $511,629.43
4576472 MILLER PLACE NY 11764 SFD 8.250 7.984 $1,945.79 360 1-Apr-27 $258,834.84
4576476 HERNDON VA 20171 SFD 7.500 7.234 $1,838.94 360 1-May-27 $263,000.00
4576504 VIRGINIA BEACH VA 23454 SFD 8.250 7.984 $1,630.25 360 1-Apr-27 $216,861.63
4576512 JACKSON NJ 08527 SFD 8.750 8.484 $1,652.08 360 1-Apr-27 $209,879.17
4576521 MCLEAN VA 22102 SFD 7.625 7.359 $2,434.11 360 1-Apr-27 $343,651.09
4576535 HUNTSVILLE AL 35801 SFD 7.875 7.609 $4,078.52 360 1-Apr-27 $562,112.89
4576682 THOUSAND OAKS CA 91320 PUD 7.875 7.609 $2,150.20 360 1-Apr-27 $296,345.91
4576704 PROVO UT 84604 SFD 8.375 8.109 $1,854.58 360 1-Apr-27 $243,848.34
4576720 FORT COLLINS CO 80525 SFD 8.000 7.734 $1,973.83 360 1-Apr-27 $268,819.50
4576763 SAN FRANCISCO CA 94118 LCO 7.875 7.609 $2,559.49 360 1-Apr-27 $352,757.07
4576784 LAS FLORES CA 92688 SFD 8.125 7.859 $1,836.57 360 1-Apr-27 $247,188.20
4576808 IRVINE CA 92620 PUD 8.000 7.734 $2,377.40 360 1-May-27 $324,000.00
4576818 LITTLETON CO 80120 SFD 8.000 7.734 $1,765.07 360 1-May-27 $240,550.00
4576847 EAST WILLISTON NY 11596 SFD 8.250 7.984 $2,103.55 360 1-May-27 $280,000.00
4576933 ARDSLEY NY 10502 SFD 8.500 8.234 $2,037.63 360 1-Apr-27 $264,839.45
4576990 LOS ANGELES CA 90004 SFD 7.750 7.484 $1,970.14 360 1-Apr-27 $274,805.90
4577037 ALBANY CA 94706 SFD 8.375 8.109 $2,103.50 360 1-Apr-27 $276,577.98
4577043 BOUNTIFUL UT 84010 SFD 9.000 8.734 $2,021.62 360 1-Apr-27 $251,112.76
4577073 ASHLAND OR 97520 PUD 8.125 7.859 $1,121.18 360 1-Apr-27 $150,901.22
4577083 DOUGLASTON NY 11362 SFD 8.000 7.734 $1,857.90 360 1-May-27 $253,200.00
4577098 WALNUT CREEK CA 94595 LCO 8.125 7.859 $1,670.62 360 1-Apr-27 $224,852.82
4577120 MEMPHIS TN 38119 SFD 7.875 7.609 $4,187.28 360 1-Apr-27 $577,102.57
4577165 BIRMINGHAM AL 35244 SFD 8.000 7.734 $1,966.49 360 1-Mar-27 $267,639.16
4577192 SANDY UT 84093 SFD 8.250 7.984 $3,230.45 360 1-Apr-27 $429,725.80
4577242 PLEASANTON CA 94566 SFD 7.500 7.234 $2,971.66 360 1-Apr-27 $424,684.59
4577267 MAHOPAC NY 10541 SFD 8.250 7.984 $1,694.86 360 1-May-27 $225,600.00
4577309 LAKESIDE PARK KY 41017 SFD 8.000 7.734 $3,228.56 360 1-Mar-27 $439,407.59
4577320 CICERO NY 13039 SFD 8.625 8.359 $417.29 360 1-May-27 $53,650.00
4577351 SAN JOSE CA 95126 SFD 8.125 7.859 $3,260.31 360 1-May-27 $439,100.00
4577458 DARIEN CT 06820 SFD 8.250 7.984 $4,019.28 360 1-May-27 $535,000.00
4577474 RIDGEWOOD NJ 07450 SFD 8.000 7.734 $2,819.13 360 1-May-27 $384,200.00
4577556 SEATAC WA 98188 SFD 8.125 7.859 $1,900.79 360 1-Apr-27 $255,832.54
4577593 IRVINE CA 92714 SFD 8.125 7.859 $4,380.74 360 1-Apr-27 $589,614.05
4577626 SAN MARCOS CA 92069 SFD 8.125 7.859 $1,950.36 360 1-Apr-27 $262,503.17
4577667 SAN RAFAEL CA 94903 SFD 8.000 7.734 $2,189.56 360 1-Apr-27 $298,199.77
4577681 LAGUNA NIGUEL CA 92677 SFD 7.875 7.609 $2,537.75 360 1-Apr-27 $349,759.13
4577693 WHIPPANY NJ 07981 SFD 7.625 7.359 $1,642.09 360 1-May-27 $232,000.00
4577698 FAIRFAX VA 22033 SFD 7.625 7.359 $2,331.83 360 1-Apr-27 $329,211.55
4577705 BELLEROSE NY 11426 SFD 8.375 8.109 $1,504.87 240 1-Apr-17 $174,716.48
4577716 SAN JOSE CA 95135 SFD 8.000 7.734 $2,201.30 360 1-Apr-27 $299,798.70
4577730 SCARSDALE NY 10583 SFD 8.375 8.109 $1,580.96 360 1-May-27 $208,000.00
4577771 NAPLES FL 34105 LCO 8.375 8.109 $1,817.34 360 1-Apr-27 $238,951.38
4577772 HENDERSON NV 89011 SFD 8.375 8.109 $5,700.54 360 1-Apr-27 $749,533.84
4577794 FAIRFAX VA 22039 SFD 7.500 7.234 $2,511.58 360 1-May-27 $359,200.00
4577827 MARIETTA GA 30066 SFD 8.125 7.859 $742.50 360 1-Apr-27 $99,934.58
4577835 SAN DIEGO CA 92037 PUD 8.375 8.109 $2,903.48 360 1-Apr-27 $381,762.56
4577855 SOUTH PLAINFIELD NJ 07080 SFD 8.875 8.609 $1,002.52 360 1-Apr-27 $125,929.35
4577958 MIAMI FL 33176 SFD 8.500 8.234 $984.21 360 1-Mar-27 $127,844.37
4577973 VENTURA CA 93001 SFD 7.875 7.609 $2,900.28 360 1-Apr-27 $399,724.72
4577989 DALY CITY CA 94014 SFD 8.125 7.859 $1,770.86 360 1-Apr-27 $238,343.98
4577990 SCOTTSDALE AZ 85258 SFD 8.250 7.984 $2,629.43 360 1-Apr-27 $349,776.82
4578032 BOULDER CO 80301 SFD 8.500 8.234 $2,190.64 360 1-May-27 $284,900.00
4578049 EDWARDS CO 81632 PUD 8.875 8.609 $1,794.98 360 1-May-27 $225,600.00
4578078 SEATTLE WA 98122 SFD 7.875 7.609 $3,235.63 360 1-Apr-27 $445,942.89
4578092 ALEXANDRIA VA 22314 SFD 7.500 7.234 $1,817.96 360 1-May-27 $260,000.00
4578104 WILTON CT 06897 SFD 7.875 7.609 $2,965.54 360 1-May-27 $409,000.00
4578108 ACCOKEEK MD 20604 SFD 8.000 7.734 $1,643.63 360 1-Apr-27 $223,849.70
4578138 STATEN ISLAND NY 10314 SFD 8.125 7.859 $1,188.00 360 1-Apr-27 $159,895.33
4578152 JACKSON WY 83001 PUD 8.375 8.109 $6,175.59 360 1-Apr-27 $811,994.98
4578183 SAN JOSE CA 95136 SFD 8.250 7.984 $1,899.21 360 1-Apr-27 $252,638.79
4578210 MIDLAND PARK NJ 07432 SFD 8.625 8.359 $1,120.02 360 1-May-27 $144,000.00
4578373 OREGON CITY OR 97045 SFD 8.250 7.984 $1,814.31 360 1-Apr-27 $241,346.00
4578414 ROCKVILLE CENTRE NY 11570 SFD 7.875 7.609 $667.07 360 1-May-27 $92,000.00
4578450 LOS ANGELES CA 90049 LCO 8.125 7.859 $1,833.97 360 1-May-27 $247,000.00
4578467 ROCKVILLE MD 20850 SFD 7.500 7.234 $1,613.44 360 1-Apr-27 $230,578.75
4578479 ZIONSVILLE IN 46077 SFD 8.250 7.984 $1,750.46 360 1-Apr-27 $232,851.42
4578622 PLANO TX 75093 SFD 7.875 7.609 $1,861.26 360 1-Apr-27 $256,523.33
4578650 MOORESTOWN NJ 08057 SFD 8.375 8.109 $2,888.28 360 1-Apr-27 $379,763.80
4578669 CAPITOLA CA 95010 LCO 8.250 7.984 $1,093.85 360 1-Apr-27 $145,507.15
4578691 PLEASANT VALLEY NY 12569 SFD 8.375 8.109 $2,432.24 360 1-May-27 $320,000.00
4578708 EL GRANADA CA 94018 SFD 8.250 7.984 $2,453.64 360 1-Apr-27 $326,391.74
4578737 DARIEN CT 06820 SFD 8.250 7.984 $2,629.44 360 1-Apr-27 $349,776.81
4578760 CHARLOTTE NC 28207 SFD 7.875 7.609 $2,055.58 360 1-May-27 $283,500.00
4578845 WAPPINGERS FALLS NY 12590 SFD 8.375 8.109 $784.40 360 1-May-27 $103,200.00
4578881 CHINO HILLS CA 91709 SFD 8.125 7.859 $1,901.69 360 1-Apr-27 $255,952.46
4578894 MINNETRISTA MN 55364 SFD 8.000 7.734 $1,959.15 360 1-Apr-27 $266,434.22
4578895 ST LOUIS MO 63108 SFD 8.125 7.859 $2,346.30 360 1-May-27 $316,000.00
4578941 LOS ANGELES CA 90036 SFD 8.375 8.109 $3,161.91 360 1-May-27 $416,000.00
4578945 LAGUNA NIGUEL CA 92677 PUD 8.500 8.234 $2,091.45 360 1-Apr-27 $271,835.22
4578964 SCOTTSDALE AZ 85259 SFD 7.625 7.359 $1,804.88 360 1-May-27 $255,000.00
4578984 SARATOGA CA 95070 PUD 8.375 8.109 $2,553.85 360 1-Apr-27 $335,791.15
4578985 EVERETT WA 98203 SFD 8.125 7.859 $1,776.05 360 1-May-27 $239,200.00
4578995 AUSTIN TX 78746 SFD 8.000 7.734 $2,309.89 360 1-Apr-27 $314,588.78
4579010 BETHESDA MD 20816 SFD 7.750 7.484 $1,573.25 360 1-Apr-27 $219,445.00
4579098 BALDWIN NY 11500 SFD 8.375 8.109 $870.29 360 1-Apr-27 $114,428.82
4579209 PROVO UT 84604 SFD 8.125 7.859 $3,044.24 360 1-Apr-27 $409,731.80
4579256 PRINCETON NJ 08540 SFD 7.375 7.109 $3,626.05 360 1-May-27 $525,000.00
4579271 VIENNA VA 22180 SFD 7.750 7.484 $2,521.78 360 1-Apr-27 $351,751.56
4579279 SOUTHLAKE TX 76092 SFD 7.875 7.609 $3,634.78 360 1-Apr-27 $500,955.00
4579295 HALF MOON BAY CA 94019 SFD 7.875 7.609 $2,117.21 360 1-May-27 $292,000.00
4579300 WASHINGTON DC 20016 SFD 7.875 7.609 $2,187.90 360 1-Apr-27 $301,542.33
4579320 SAN FRANCISCO CA 94121 SFD 8.000 7.734 $2,171.95 360 1-May-27 $296,000.00
4579339 MARIETTA GA 30068 SFD 7.875 7.609 $2,262.22 360 1-Apr-27 $311,785.28
4579342 WEST HARTFORD CT 06117 SFD 8.000 7.734 $1,981.17 360 1-May-27 $270,000.00
4579352 AUSTIN TX 78750 SFD 8.375 8.109 $2,043.45 360 1-Apr-27 $268,682.90
4579431 METAIRIE LA 70005 SFD 8.125 7.859 $1,975.04 360 1-Apr-27 $265,826.00
4579434 DANA POINT CA 92629 SFD 8.125 7.859 $1,670.62 360 1-May-27 $225,000.00
4579452 EDGEWOOD KY 41017 SFD 8.125 7.859 $1,790.90 360 1-Apr-27 $241,042.23
4579473 FREMONT CA 94539 SFD 8.250 7.984 $3,470.86 360 1-Apr-27 $461,705.39
4579501 BROOKLYN NY 11223 SFD 8.000 7.734 $1,777.55 360 1-May-27 $242,250.00
4579511 VALLEY CENTER CA 92082 SFD 8.250 7.984 $1,352.28 360 1-Mar-27 $179,769.65
4579567 HUNTINGTON BEACH CA 92648 SFD 8.000 7.734 $1,621.62 360 1-Mar-27 $220,702.44
4579613 CHARLESTON SC 29402 SFD 8.250 7.984 $751.27 360 1-May-27 $100,000.00
4579732 CALABASAS CA 91302 PUD 8.000 7.734 $5,283.11 360 1-Apr-27 $719,516.89
4579752 HAUPPAUGE NY 11788 SFD 8.750 8.484 $1,888.09 360 1-Apr-27 $239,861.91
4579761 HENDERSON NV 89014 SFD 8.000 7.734 $1,643.63 360 1-Apr-27 $223,849.70
4579797 REDWOOD CITY CA 94061 SFD 8.500 8.234 $2,122.21 360 1-Apr-27 $275,832.79
4579932 RENO NV 89511 SFD 8.125 7.859 $2,747.24 360 1-May-27 $370,000.00
4579935 WEEMS VA 22576 SFD 7.500 7.234 $765.64 360 1-Apr-27 $109,418.74
4579937 SAN JOSE CA 95120 SFD 8.000 7.734 $3,313.69 360 1-May-27 $451,600.00
4579941 LITTLE ROCK AR 72207 SFD 8.125 7.859 $2,439.10 360 1-Apr-27 $328,285.12
4580007 ALEXANDRIA VA 22302 SFD 8.375 8.109 $2,021.80 360 1-Apr-27 $265,834.66
4580025 KINGSTON WA 98346 SFD 8.125 7.859 $1,930.50 360 1-Apr-27 $259,829.92
4580032 REDONDO BEACH CA 90277 LCO 8.000 7.734 $1,647.67 360 1-Apr-27 $224,399.33
4580036 SANTA CLARA CA 95051 SFD 8.125 7.859 $1,942.38 360 1-May-27 $261,600.00
4580041 SOUTHLAKE TX 76092 SFD 8.125 7.859 $3,441.48 360 1-May-27 $463,500.00
4580047 TULSA OK 74137 SFD 8.000 7.734 $1,834.42 360 1-May-27 $250,000.00
4580354 RESTON VA 20191 PUD 8.000 7.734 $1,783.05 360 1-May-27 $243,000.00
4580366 ALLENTOWN PA 18103 SFD 7.750 7.484 $2,274.03 240 1-Mar-17 $276,026.73
4580416 DANA POINT CA 92629 SFD 8.625 8.359 $2,098.48 360 1-Apr-27 $269,640.71
4580431 BROOKLYN NY 11230 SFD 8.750 8.484 $5,113.55 360 1-May-27 $650,000.00
4580436 NOVATO CA 94949 SFD 8.000 7.734 $2,201.30 360 1-May-27 $300,000.00
4580459 BOULDER CO 80302 SFD 7.625 7.359 $2,219.65 360 1-May-27 $313,600.00
4580467 GOLDEN CO 80401 SFD 8.250 7.984 $2,722.60 360 1-May-27 $362,400.00
4580481 BLACKSBURG VA 24060 SFD 8.250 7.984 $1,953.29 360 1-Mar-27 $259,667.27
4580506 GLEN ELLYN IL 60137 SFD 8.125 7.859 $2,138.39 360 1-Feb-27 $287,431.00
4580509 LINN CREEK MO 65052 SFD 8.375 8.109 $2,386.63 360 1-Feb-27 $313,410.39
4580541 YORK PA 17402 SFD 8.375 8.109 $2,844.57 360 1-Feb-27 $373,547.26
4580547 SAUGUS MA 01906 SFD 7.875 7.609 $1,628.51 360 1-Feb-27 $224,133.24
4580562 PORTLAND OR 97229 SFD 7.625 7.359 $2,477.28 360 1-Feb-27 $349,235.20
4580597 HOUSTON TX 77005 SFD 8.250 7.984 $2,103.55 360 1-Feb-27 $279,460.67
4580638 DARNESTOWN MD 20874 SFD 8.000 7.734 $2,201.29 360 1-May-27 $300,000.00
4580652 NORMAL IL 61761 SFD 8.125 7.859 $1,694.01 360 1-May-27 $228,150.00
4580723 TORRANCE CA 90503 SFD 7.750 7.484 $2,149.24 360 1-May-27 $300,000.00
4580731 NASHVILLE TN 37205 SFD 8.000 7.734 $2,477.19 360 1-Apr-27 $337,373.48
4580736 PORTLAND OR 97229 SFD 8.125 7.859 $2,200.76 360 1-Apr-27 $296,206.12
4580746 GILROY CA 95020 SFD 7.875 7.609 $1,698.12 360 1-Mar-27 $233,876.57
4580750 VIRGINIA BEACH VA 23451 LCO 7.875 7.609 $2,311.52 360 1-Apr-27 $318,580.61
4580803 YORKTOWN VA 23693 SFD 8.375 8.109 $2,348.62 360 1-Apr-27 $308,776.80
4580931 RALEIGH NC 27608 SFD 7.875 7.609 $2,175.21 360 1-Apr-27 $299,768.54
4581053 MAITLAND FL 32751 SFD 7.875 7.609 $1,703.91 360 1-Apr-27 $234,838.28
4581082 KIRKLAND WA 98033 SFD 7.875 7.609 $1,623.80 360 1-May-27 $223,950.00
4581147 CHARLOTTE NC 26269 SFD 8.625 8.359 $2,679.49 360 1-May-27 $344,500.00
4581165 LOS ANGELES CA 90025 HCO 8.625 8.359 $1,779.20 360 1-Apr-27 $228,614.94
4581191 SANTA ANA CA 92705 SFD 8.500 8.234 $2,006.87 360 1-May-27 $261,000.00
4581207 SARATOGA CA 95070 SFD 7.875 7.609 $1,305.13 360 1-May-27 $180,000.00
4581273 MEDINA OH 44256 SFD 7.875 7.609 $3,335.32 360 1-Apr-27 $459,683.43
4581388 WOODCLIFF LAKE NJ 07675 SFD 8.750 8.484 $1,652.07 360 1-May-27 $210,000.00
4581390 MONSEY NY 10952 SFD 8.750 8.484 $1,402.30 360 1-May-27 $178,250.00
4581418 OXFORD MS 38655 SFD 7.875 7.609 $1,667.66 360 1-Apr-27 $229,841.72
4581449 LARKSPUR CA 94939 SFD 8.000 7.734 $2,384.73 360 1-Apr-27 $324,562.42
4581479 DECATUR GA 30034 SFD 8.000 7.734 $1,180.63 360 1-Apr-27 $160,792.04
4581500 FULLERTON CA 92833 SFD 8.375 8.109 $1,945.79 360 1-Apr-27 $255,840.88
4581513 TRABUCO CANYON CA 92679 SFD 8.375 8.109 $2,006.59 360 1-Mar-27 $263,670.67
AREA
4581524 ATLANTA GA 30305 PUD 7.875 7.609 $1,595.16 360 1-Apr-27 $219,848.59
4581527 SEATTLE WA 98116 SFD 8.250 7.984 $2,616.66 360 1-Apr-27 $347,813.97
4581713 PORTLAND OR 97212 SFD 8.250 7.984 $1,036.75 360 1-Apr-27 $137,912.00
4581722 CHULA VISTA CA 91902 SFD 8.875 8.609 $2,255.65 360 1-Apr-27 $283,341.07
4581727 WHITE PLAINS NY 10605 SFD 8.875 8.609 $1,747.24 360 1-May-27 $219,600.00
4581785 STEAMBOAT SPRINGS CO 80477 SFD 8.125 7.859 $2,791.79 360 1-May-27 $376,000.00
4581786 EUGENE OR 97401 SFD 7.875 7.609 $2,095.45 360 1-May-27 $289,000.00
4581796 LAUREL MD 20707 SFD 8.625 8.359 $2,305.37 360 1-Apr-27 $296,225.01
4581826 CARLSBAD CA 92009 SFD 8.000 7.734 $3,107.86 360 1-Apr-27 $423,265.81
4581847 WOODINVILLE WA 98072 SFD 8.125 7.859 $2,156.96 360 1-Apr-27 $290,309.97
4581855 UNIVERSITY PARK TX 75225 SFD 7.750 7.484 $2,149.24 360 1-Apr-27 $299,788.26
4581867 ASHBURN VA 20147 SFD 8.375 8.109 $1,978.47 360 1-May-27 $260,300.00
4581876 WATCHUNG NJ 07060 SFD 8.500 8.234 $2,081.84 360 1-May-27 $270,750.00
4581949 SCARSDALE NY 10583 SFD 8.250 7.984 $2,907.41 360 1-Apr-27 $386,753.22
4581999 KITTY HAWK NC 27949 LCO 8.625 8.359 $495.07 360 1-May-27 $63,650.00
4582048 SEATTLE WA 98109 SFD 8.250 7.984 $2,569.33 360 1-May-27 $342,000.00
4582120 DALLAS TX 75209 SFD 8.250 7.984 $1,863.15 360 1-Apr-27 $247,841.85
4582129 WEST HEMPSTEAD NY 11552 SFD 8.625 8.359 $715.57 360 1-May-27 $92,000.00
4582156 CHAPEL HILL NC 27516 SFD 8.000 7.734 $1,648.77 360 1-May-27 $224,700.00
4582213 NAPERVILLE IL 60540 SFD 8.250 7.984 $4,094.41 360 1-May-27 $545,000.00
4582230 JEFFERSON VALLEY NY 10535 SFD 8.750 8.484 $1,242.99 360 1-May-27 $158,000.00
4582271 SHAMONG NJ 08088 SFD 8.000 7.734 $2,091.23 360 1-Apr-27 $284,808.77
4582273 REDWOOD CITY CA 94062 SFD 8.000 7.734 $1,995.84 360 1-Apr-27 $271,817.49
4582305 NEWPORT NC 28570 SFD 8.625 8.359 $1,669.14 360 1-May-27 $214,600.00
4582313 HILTON HEAD SC 29926 SFD 8.250 7.984 $5,634.50 360 1-May-27 $750,000.00
ISLAND
4582390 MILLINGTON TN 38053 SFD 8.500 8.234 $1,345.60 360 1-May-27 $175,000.00
4582413 MIAMI FL 33155 SFD 8.375 8.109 $1,611.36 360 1-May-27 $212,000.00
4582571 MASSAPEQUA PARK NY 11762 SFD 8.500 8.234 $768.92 360 1-Apr-27 $99,939.41
4582612 CHESTER MD 21619 SFD 8.000 7.734 $2,039.87 360 1-Mar-27 $277,115.93
4582659 AREA OF TEMECULA CA 92590 SFD 8.250 7.984 $1,942.78 360 1-Apr-27 $258,435.10
4582691 EDGEWATER MD 21037 LCO 8.000 7.734 $3,316.62 360 1-Mar-27 $451,391.41
4582788 PORTLAND OR 97202 SFD 8.000 7.734 $2,201.29 360 1-Apr-27 $299,798.71
4582814 SANTA MONICA CA 90403 SFD 8.750 8.484 $3,335.61 360 1-May-27 $424,000.00
4582834 AVON NC 27915 SFD 8.500 8.234 $2,152.96 360 1-May-27 $280,000.00
4582857 GLENN DALE MD 20769 SFD 7.875 7.609 $1,628.14 360 1-May-27 $224,550.00
4582922 LOS ANGELES CA 90272 LCO 8.375 8.109 $2,825.19 360 1-Apr-27 $371,468.97
4582930 MANHASSET HILLS NY 11040 SFD 8.500 8.234 $2,414.39 360 1-May-27 $314,000.00
4583028 TUCSON AZ 85712 SFD 8.500 8.234 $350.63 360 1-Apr-27 $45,572.37
4583070 CRANBERRY ISLES ME 04662 SFD 8.625 8.359 $2,450.04 360 1-Apr-27 $314,814.03
4583117 COLORADO SPRINGS CO 80906 SFD 8.500 8.234 $2,152.96 360 1-Apr-27 $279,830.37
4583122 LAS FLORES AREA CA 92688 PUD 8.250 7.984 $2,378.51 360 1-Apr-27 $316,398.12
4583130 FORT WORTH TX 76109 LCO 8.875 8.609 $388.28 360 1-Apr-27 $48,772.64
4583195 ANAHEIM CA 92808 PUD 8.375 8.109 $2,052.20 360 1-Apr-27 $269,832.18
4583199 MT. PROSPECT IL 60056 SFD 8.500 8.234 $1,049.57 360 1-Apr-27 $136,417.31
4583257 MANSFIELD TX 76063 SFD 8.000 7.734 $1,696.10 360 1-Apr-27 $230,994.90
4583281 HUNTINGTON BEACH CA 92646 SFD 8.250 7.984 $1,833.09 360 1-Apr-27 $243,844.41
4583296 SANTA MONICA CA 90402 SFD 8.500 8.234 $4,613.49 360 1-Apr-27 $599,636.51
4583297 AGOURA HILLS CA 91301 SFD 8.375 8.109 $2,101.60 360 1-Apr-27 $276,328.14
4583349 WOODLAND HILLS CA 91364 SFD 8.375 8.109 $1,626.56 360 1-Apr-27 $213,866.98
4583400 GERMANTOWN TN 38138 SFD 8.000 7.734 $1,834.42 360 1-Apr-27 $249,832.25
4583594 OLD HICKORY TN 37138 SFD 7.875 7.609 $1,740.17 360 1-May-27 $240,000.00
4583599 NEWPORT BEACH CA 92660 SFD 8.000 7.734 $3,668.82 360 1-Apr-27 $499,664.51
4583638 GRANTS PASS OR 97526 SFD 8.375 8.109 $1,862.18 360 1-May-27 $245,000.00
4583684 CLINTON NJ 08833 SFD 8.500 8.234 $2,345.19 360 1-Apr-27 $304,815.23
4583686 CLAYTON MO 63105 SFD 8.250 7.984 $2,313.91 360 1-May-27 $308,000.00
4583691 VENICE CA 90291 SFD 8.125 7.859 $3,304.12 360 1-May-27 $445,000.00
4583737 PLANO TX 75093 SFD 7.875 7.609 $1,781.50 360 1-Apr-27 $245,530.91
4583743 ALBUQUERQUE NM 87112 SFD 7.875 7.609 $1,703.91 360 1-May-27 $235,000.00
4583766 NEW KENT VA 23124 SFD 8.500 8.234 $2,152.96 360 1-May-27 $280,000.00
4583772 WILMINGTON NC 28405 SFD 8.000 7.734 $1,789.65 360 1-Apr-27 $243,736.35
4583788 MONTAUK NY 11954 SFD 8.250 7.984 $2,028.42 360 1-May-27 $270,000.00
4583796 PLEASANTON CA 94566 SFD 7.875 7.609 $2,537.74 360 1-May-27 $350,000.00
4583833 EUGENE OR 97401 SFD 8.000 7.734 $1,834.42 360 1-May-27 $250,000.00
4583888 SAN RAMON CA 94583 SFD 8.125 7.859 $2,432.43 360 1-May-27 $327,600.00
4583915 SANTA MONICA CA 90403 LCO 8.500 8.234 $2,450.92 360 1-May-27 $318,750.00
4583976 COLMA CA 94015 SFD 7.800 7.534 $691.08 360 1-Jan-27 $95,729.05
4584037 MARGATE FL 33063 LCO 8.100 7.834 $298.53 360 1-Feb-27 $39,943.87
4584049 WEST PALM BEACH FL 33407 HCO 8.100 7.834 $233.34 360 1-Jan-27 $31,416.30
4584062 PALM CITY FL 34990 SFD 8.550 8.284 $1,120.07 360 1-Dec-26 $144,559.04
4584071 SANGER CA 93657 SFD 8.350 8.084 $356.41 360 1-Jan-27 $46,881.29
4584075 BURLINGAME CA 94010 SFD 7.850 7.584 $651.01 360 1-Feb-27 $89,811.99
4584083 FORT LAUDERDALE FL 33308 HCO 8.400 8.134 $599.57 360 1-Jan-27 $78,503.27
4584085 HOLLYWOOD FL 33021 SFD 8.150 7.884 $625.17 360 1-Jan-27 $83,779.08
4584091 SAN DIEGO CA 92106 SFD 7.850 7.584 $1,027.14 360 1-Jan-27 $141,600.36
4584096 CORONA CA 91719 SFD 8.200 7.934 $852.45 360 1-Jan-27 $113,703.17
4584107 SAN JOSE CA 95130 SFD 7.850 7.584 $1,576.88 360 1-Jan-27 $217,390.86
4584110 SANTA BARBARA CA 93110 SFD 8.450 8.184 $1,951.71 360 1-Nov-26 $253,850.56
4584117 SHERMAN OAKS CA 91411 SFD 7.850 7.584 $701.64 360 1-Jan-27 $96,477.75
4584129 SUGAR LAND TX 77479 SFD 8.150 7.884 $449.53 360 1-Jan-27 $60,241.14
4584139 MIAMI FL 33177 SFD 7.900 7.634 $543.66 360 1-Jan-27 $74,593.06
4584141 WALNUT CREEK CA 94598 SFD 8.050 7.784 $958.43 360 1-Jan-27 $129,651.11
4584149 SAN JOSE CA 95129 SFD 7.650 7.384 $964.94 360 1-Jan-27 $135,604.48
4584153 DELRAY BEACH FL 33484 LCO 8.200 7.934 $224.33 360 1-Jan-27 $29,921.88
4584162 SAN RAFAEL CA 94901 SFD 8.150 7.884 $1,265.23 360 1-Jan-27 $169,552.88
4584174 MASSAPEQUA PARK NY 11762 SFD 7.850 7.584 $1,122.62 360 1-Jan-27 $154,766.36
4584183 OAKLAND CA 94619 SFD 8.900 8.634 $518.34 360 1-Nov-26 $64,778.38
4584194 POUND RIDGE NY 10576 SFD 8.750 8.484 $1,376.73 360 1-May-27 $175,000.00
4584196 SHOREHAM NY 11786 SFD 8.200 7.934 $759.72 360 1-Nov-26 $101,097.12
4584202 LAS VEGAS NV 89117 SFD 8.250 7.984 $1,690.35 360 1-Apr-27 $224,856.53
4584216 OJAI CA 93023 SFD 9.050 8.784 $0.00 360 1-Oct-26 $166,851.63
4584232 HILLSBOROUGH CA 94010 SFD 8.300 8.034 $5,189.15 360 1-Feb-27 $686,189.15
4584239 LIGHTHOUSE POINT FL 33064 SFD 8.050 7.784 $663.53 360 1-Feb-27 $89,809.39
4584244 STAFFORD TX 77477 SFD 8.350 8.084 $835.66 360 1-Nov-26 $103,510.04
4584246 DAVIS CA 95616 SFD 8.625 8.359 $3,087.05 360 1-Apr-27 $396,665.67
4584251 HOLLYWOOD FL 33020 SFD 8.450 8.184 $306.15 360 1-Dec-26 $39,875.85
4584342 BOCA RATON FL 33486 SFD 8.300 8.034 $452.88 360 1-Dec-26 $58,866.86
4584349 SIMI VALLEY CA 93065 SFD 8.100 7.834 $977.79 360 1-Dec-26 $131,560.14
4584357 PALOS HILLS IL 60465 LCO 8.600 8.334 $465.61 360 1-Dec-26 $59,819.38
4584360 DOWNEY CA 90242 SFD 8.450 8.184 $1,048.57 360 1-Dec-26 $136,574.74
4584376 SAN DIEGO CA 92110 LCO 8.050 7.784 $545.57 360 1-Dec-26 $73,748.86
4584377 SAN FRANCISCO CA 94127 SFD 7.900 7.634 $726.81 360 1-Dec-26 $99,653.07
4584383 NOKOMIS FL 34275 LCO 8.650 8.384 $601.83 360 1-Jan-27 $77,016.65
4584392 FORT MYERS FL 33912 SFD 8.450 8.184 $1,224.60 360 1-Nov-26 $159,401.76
4584400 DELRAY BEACH FL 33444 SFD 8.150 7.884 $520.98 360 1-Nov-26 $68,930.93
4584403 ATASCADERO CA 93422 SFD 8.250 7.984 $540.92 360 1-Dec-26 $71,767.22
4584407 NAPLES FL 34108 SFD 7.850 7.584 $1,278.86 360 1-Jan-27 $176,306.01
4584409 DELRAY BEACH FL 33445 LCO 8.450 8.184 $191.35 360 1-Dec-26 $24,922.38
4584442 DOWNEY CA 90241 SFD 7.900 7.634 $1,003.00 360 1-Jan-27 $137,618.25
4584459 MERRICK NY 11566 SFD 8.500 8.234 $1,222.58 360 1-Jan-27 $158,582.95
4584480 DELRAY BEACH FL 33483 SFD 8.450 8.184 $1,442.73 360 1-Dec-26 $187,910.34
4584529 IRVINE CA 92620 SFD 8.250 7.984 $2,235.77 360 1-Apr-27 $297,410.23
4584533 GAITHERSBURG MD 20882 SFD 7.500 7.234 $2,097.65 360 1-May-27 $300,000.00
4584616 KENSINGTON MD 20895 SFD 7.875 7.609 $1,699.57 360 1-May-27 $234,400.00
4584712 FREMONT CA 94539 SFD 8.250 7.984 $4,627.81 360 1-May-27 $616,000.00
4584733 BOULDER CITY NV 89005 SFD 8.125 7.859 $1,871.09 360 1-May-27 $252,000.00
4584743 CARLSBAD CA 92009 LCO 8.500 8.234 $438.29 360 1-May-27 $57,000.00
4584756 GRANTS PASS OR 97526 SFD 8.250 7.984 $1,972.08 360 1-May-27 $262,500.00
4584837 ROSWELL GA 30076 SFD 7.750 7.484 $1,842.61 360 1-May-27 $257,200.00
4584854 LONG BEACH CA 90803 SFD 8.250 7.984 $3,230.45 360 1-May-27 $430,000.00
4584911 EAST WENATCHEE WA 98802 SFD 8.375 8.109 $1,712.07 360 1-May-27 $225,250.00
4585082 CLOSTER NJ 07624 SFD 8.750 8.484 $3,776.17 360 1-May-27 $480,000.00
4585086 BALTIMORE MD 21234 SFD 8.500 8.234 $549.01 360 1-May-27 $71,400.00
4585156 SAN LUIS OBISPO CA 93401 SFD 8.000 7.734 $2,091.23 360 1-Mar-27 $284,616.27
4585158 NORTHBROOK IL 60062 SFD 8.375 8.109 $1,786.17 360 1-May-27 $235,000.00
4585164 SAN JOSE CA 95118 SFD 7.875 7.609 $2,012.79 360 1-Apr-27 $277,408.96
4585184 TUCSON AZ 85749 SFD 8.125 7.859 $2,058.20 360 1-Apr-27 $277,018.67
4585185 FALMOUTH ME 04105 SFD 8.250 7.984 $2,073.50 360 1-May-27 $276,000.00
4585214 SALT LAKE CITY UT 84106 SFD 8.125 7.859 $2,171.80 360 1-Apr-27 $292,308.67
4585229 THOUSAND OAKS CA 91362 SFD 7.125 6.859 $2,207.10 360 1-Apr-27 $327,338.03
4585377 KODAK TN 37764 SFD 8.125 7.859 $891.00 360 1-May-27 $120,000.00
4585398 WENTZVILLE MO 63385 SFD 8.250 7.984 $1,697.87 360 1-May-27 $226,000.00
4585425 BELLMORE NY 11710 SFD 8.500 8.234 $1,064.18 360 1-May-27 $138,400.00
4585427 SOUTHAMPTON NY 11968 SFD 8.500 8.234 $1,695.46 360 1-May-27 $220,500.00
4585521 CONYERS GA 30207 SFD 8.125 7.859 $1,736.71 360 1-Apr-27 $233,746.99
4585745 SANTA BARBARA CA 93111 SFD 7.625 7.359 $1,456.64 360 1-May-27 $205,800.00
4585793 SAN JOSE CA 95117 SFD 8.050 7.784 $1,680.94 360 1-Feb-27 $227,542.62
4585819 CANYON LAKE CA 92587 SFD 7.850 7.584 $2,488.28 360 1-Feb-27 $343,281.49
4585872 MURRIETA CA 92563 SFD 7.950 7.684 $2,044.79 360 1-Feb-27 $279,083.47
4585880 COCONUT CREEK FL 33063 LCO 8.450 8.184 $372.74 360 1-Feb-27 $48,407.90
4585895 DELRAY BEACH FL 33445 SFD 8.400 8.134 $571.38 360 1-Mar-27 $74,906.92
4585897 DAVIE FL 33314 SFD 8.400 8.134 $336.74 360 1-Feb-27 $44,060.26
4585900 TAVERNIER FL 33070 SFD 8.625 8.359 $709.35 360 1-May-27 $91,200.00
4585932 CAMAS WA 98607 SFD 8.625 8.359 $2,590.04 360 1-Apr-27 $332,803.40
4585951 SAN DIEGO CA 92131 SFD 7.700 7.434 $1,782.41 360 1-Feb-27 $249,461.83
4585958 ORANGE CA 92667 SFD 7.700 7.434 $1,922.15 360 1-Feb-27 $269,019.64
4585960 SANTA ROSA CA 95403 SFD 8.550 8.284 $1,158.69 360 1-Feb-27 $149,728.25
4585962 MORGAN HILL CA 95037 SFD 7.800 7.534 $3,541.77 360 1-Feb-27 $490,961.98
4585976 CHULA VISTA CA 91910 SFD 8.150 7.884 $2,461.23 360 1-Feb-27 $330,049.92
4585984 HIGHLAND BEACH FL 33487 LCO 8.650 8.384 $2,065.86 360 1-Feb-27 $264,529.68
4586073 DANVILLE CA 94526 SFD 7.850 7.584 $2,141.08 360 1-Feb-27 $295,381.73
4586085 SUNNYVALE CA 94087 SFD 8.050 7.784 $2,866.45 360 1-Mar-27 $388,281.77
4586135 BOYNTON BEACH FL 33435 SFD 8.350 8.084 $1,061.64 360 1-Feb-27 $139,735.76
4586175 BETHANY BEACH DE 19930 LCO 8.750 8.484 $607.73 360 1-May-27 $77,250.00
4586204 LAS VEGAS NV 89117 SFD 8.125 7.859 $3,229.87 360 1-Mar-27 $434,428.96
4586209 LITTE ROCK AR 72207 SFD 8.125 7.859 $1,804.27 360 1-Apr-27 $242,841.04
4586217 SCOTTSDALE AZ 85254 SFD 8.125 7.859 $1,707.74 360 1-May-27 $230,000.00
4586259 CASTLE ROCK CO 80104 SFD 8.250 7.984 $2,028.42 360 1-May-27 $270,000.00
4586261 LOS ANGELES CA 90077 SFD 7.750 7.484 $3,166.55 360 1-May-27 $442,000.00
4586292 FAYETTEVILLE NC 28303 SFD 8.250 7.984 $1,841.35 360 1-May-27 $245,100.00
4586343 DANVILLE CA 94526 SFD 8.050 7.784 $2,112.24 360 1-Feb-27 $285,925.26
4586347 NAPLES FL 34108 SFD 8.400 8.134 $2,157.53 360 1-Feb-27 $282,670.92
4586349 SAN MARTIN CA 95046 SFD 7.950 7.684 $2,220.06 360 1-Feb-27 $302,974.25
4586383 DOVE CANYON CA 92679 SFD 7.950 7.684 $1,774.59 360 1-Feb-27 $242,502.58
4586386 SAN JOSE CA 95125 SFD 8.375 8.109 $1,746.65 360 1-May-27 $229,800.00
4586396 ROYAL PALM BEACH FL 33411 SFD 8.400 8.134 $304.74 360 1-Feb-27 $39,925.26
4586408 PALOS VERDES CA 90274 SFD 7.800 7.534 $3,451.06 360 1-Feb-27 $478,388.57
ESTATES
4586409 GARDNERVILLE NV 89410 SFD 8.500 8.234 $2,120.08 350 1-May-26 $273,640.23
4586425 SARASOTA FL 34231 SFD 8.450 8.184 $482.19 360 1-Dec-26 $62,804.44
4586440 CLOVERDALE CA 95425 SFD 7.750 7.484 $1,641.69 353 1-Aug-26 $227,660.53
4586449 YORKTOWN HEIGHTS NY 10598 SFD 8.500 8.234 $615.14 360 1-Feb-27 $79,853.55
4586458 RANCHO PALOS CA 90275 SFD 7.850 7.584 $1,736.01 360 1-Feb-27 $239,498.70
VERDES
4586459 SANTA ROSA CA 95404 SFD 8.150 7.884 $1,994.59 360 1-Feb-27 $267,473.17
4586470 ESTERO FL 33928 SFD 8.350 8.084 $1,739.56 360 1-Jan-27 $228,820.71
4586512 ANNAPOLIS MD 21403 SFD 7.500 7.234 $582.45 360 1-May-27 $83,300.00
4586554 FOREST LAKE MN 55025 SFD 8.375 8.109 $1,958.73 338 1-Feb-25 $252,962.79
TOWNSHIP
4586559 EDEN PRAIRIE MN 55347 SFD 8.375 8.109 $2,034.49 302 1-Jun-22 $255,576.19
4586560 EAGAN MN 55123 SFD 8.625 8.359 $1,779.52 360 1-Jun-24 $223,438.68
4586579 SANTA CRUZ CA 95065 SFD 7.625 7.359 $1,749.67 360 1-May-27 $247,200.00
4586706 LOS ANGELES CA 90005 SFD 8.625 8.359 $1,925.03 360 1-Apr-27 $247,353.88
4586852 CALABASAS CA 91302 SFD 8.000 7.734 $2,964.41 360 1-Apr-27 $403,728.92
4586861 BRATTLEBORO VT 05301 SFD 8.250 7.984 $1,795.53 360 1-Apr-27 $238,847.60
4586878 AREA OF LAKE CA 92530 SFD 8.500 8.234 $2,253.69 360 1-Apr-27 $292,922.43
ELSINORE
4586903 SAN JOSE CA 95129 SFD 8.250 7.984 $2,479.18 360 1-Apr-27 $329,789.57
4586922 SIERRA MADRE CA 91024 SFD 8.125 7.859 $2,791.79 360 1-Apr-27 $375,754.05
4586938 MILPITAS CA 95035 SFD 8.625 8.359 $2,214.37 360 1-Apr-27 $284,531.91
4586943 N. ATLANTA WY 83452 SFD 8.250 7.984 $7,512.67 360 1-Apr-27 $999,362.33
4587007 BROOKLYN NY 11206 LCO 8.250 7.984 $1,690.35 360 1-May-27 $225,000.00
4587106 GERMANTOWN MD 20876 SFD 8.000 7.734 $2,157.27 360 1-May-27 $294,000.00
4587143 NASHVILLE TN 37215 SFD 7.875 7.609 $2,900.28 360 1-May-27 $400,000.00
4587193 ATLANTA GA 30312 SFD 8.125 7.859 $2,598.74 360 1-Apr-27 $349,771.05
4587259 KENNEWICK WA 99337 PUD 8.625 8.359 $1,284.91 360 1-May-27 $165,200.00
4587375 LA MESA CA 91941 SFD 8.250 7.984 $1,742.94 360 1-Apr-27 $231,852.06
4587380 SOUTH SAN CA 94080 SFD 8.250 7.984 $1,863.14 360 1-Apr-27 $247,841.86
FRANCISCO
4587404 PORTLAND OR 97220 SFD 8.500 8.234 $1,903.07 360 1-May-27 $247,500.00
4587793 PLAINVIEW NY 11803 SFD 8.875 8.609 $1,074.13 360 1-May-27 $135,000.00
4588390 HUNTINGTON BEACH CA 92649 SFD 8.125 7.859 $1,930.49 360 1-Apr-27 $259,829.93
4588451 LOS ANGELES CA 91604 SFD 8.125 7.859 $3,318.96 360 1-Apr-27 $446,707.61
STUDIO C
4588626 SANTA CRUZ CA 95062 SFD 8.625 8.359 $777.79 360 1-Apr-27 $99,940.96
4588699 LAS VEGAS NV 89129 SFD 8.250 7.984 $1,803.04 360 1-Apr-27 $239,846.96
4588712 SAN DIEGO CA 92131 SFD 8.125 7.859 $2,376.00 360 1-Apr-27 $319,790.67
4588721 MONTCLAIR NJ 07042 SFD 8.500 8.234 $4,997.94 360 1-Apr-27 $649,606.23
4588732 TUCKAHOE NY 10707 SFD 8.500 8.234 $1,853.09 360 1-May-27 $241,000.00
4588933 BEAVERTON OR 97006 SFD 8.250 7.984 $1,727.91 360 1-May-27 $230,000.00
4589148 NAPLES FL 34109 SFD 8.150 7.884 $640.06 360 1-Feb-27 $85,825.57
4589165 PALM BEACH FL 33410 PUD 8.000 7.734 $366.89 360 1-Dec-26 $49,829.96
GARDENS
4589213 NAPLES FL 34112 LCO 8.150 7.884 $372.13 360 1-Jan-27 $49,868.48
4589220 LYNWOOD CA 90262 SFD 8.100 7.834 $888.90 360 1-Nov-26 $119,518.55
4589240 LEBANON OR 97355 SFD 8.350 8.084 $379.16 360 1-Feb-27 $49,905.62
4589272 HILTON HEAD SC 29928 HCO 8.875 8.609 $1,153.69 360 1-May-27 $145,000.00
ISLAND
4589294 NEWBERG OR 97132 SFD 8.125 7.859 $2,168.10 360 1-May-27 $292,000.00
4589379 EUGENE OR 97401 SFD 8.500 8.234 $1,856.93 360 1-May-27 $241,500.00
4589417 CHICAGO IL 60611 HCO 9.200 8.934 $362.03 360 1-Nov-26 $44,058.34
4589422 SALEM OR 97304 SFD 8.450 8.184 $1,090.66 360 1-Dec-26 $142,057.69
4589426 LAKE FOREST IL 60045 SFD 8.350 8.084 $2,547.92 360 1-Feb-27 $335,365.85
4589449 PHOENIX AZ 85024 SFD 8.875 8.609 $2,061.52 360 1-May-27 $259,100.00
4589515 LOS ANGELES CA 90008 SFD 8.050 7.784 $1,769.41 360 1-Feb-27 $239,518.55
4589524 GOLETA CA 93117 SFD 7.850 7.584 $1,851.02 360 1-Mar-27 $255,544.82
4589541 ARCADIA CA 91007 SFD 8.000 7.734 $2,626.88 360 1-Feb-27 $357,173.30
4589567 WEST PALM BEACH FL 33412 SFD 8.000 7.734 $1,834.42 360 1-Apr-27 $249,832.25
4589584 CANBY OR 97013 SFD 8.000 7.734 $769.72 360 1-Feb-27 $104,485.67
4589589 ARROYO GRANDE CA 93420 SFD 8.200 7.934 $1,121.64 360 1-Feb-27 $149,043.35
4589851 ESCONDIDO CA 92027 SFD 8.050 7.784 $589.81 360 1-Feb-27 $79,483.99
4589942 LONG BEACH CA 90803 SFD 7.950 7.684 $1,998.06 360 1-Feb-27 $273,039.92
4589972 MODESTO CA 95351 PUD 8.000 7.734 $726.43 360 1-Feb-27 $98,577.31
4589975 ALTADENA CA 91001 SFD 8.100 7.834 $2,718.55 360 1-Feb-27 $366,271.20
4589989 GLENDALE CA 91206 SFD 7.900 7.634 $1,657.12 360 1-Feb-27 $227,528.55
4590044 SANTA BARBARA CA 93103 SFD 8.050 7.784 $715.14 360 1-Feb-27 $96,634.02
4590049 GILROY CA 95020 SFD 7.750 7.484 $2,378.49 360 1-Apr-27 $331,765.68
4590084 MEDFORD NY 11763 LCO 8.200 7.934 $336.49 360 1-Jan-27 $44,882.84
4590113 LA JOLLA CA 92037 SFD 8.200 7.934 $1,764.71 360 1-Feb-27 $235,540.75
4590143 PHOENIX AZ 85044 PUD 8.625 8.359 $684.84 360 1-Apr-27 $87,998.02
4590150 EULESS TX 76040 SFD 7.875 7.609 $1,741.26 360 1-Mar-27 $239,818.36
4590169 SOUTHLAKE TX 76092 SFD 8.250 7.984 $3,666.18 360 1-Mar-27 $487,375.50
4590325 KNOXVILLE TN 37919 SFD 8.250 7.984 $2,065.99 360 1-May-27 $275,000.00
4590598 NAPLES FL 34113 SFD 8.250 7.984 $1,183.25 360 1-Apr-27 $157,399.57
4590599 SAFETY HARBOR FL 34695 SFD 8.200 7.934 $672.24 360 1-Mar-27 $89,783.76
4590605 FORT MYERS FL 33912 SFD 8.200 7.934 $785.15 360 1-Mar-27 $104,864.24
4590610 SANTA BARBARA CA 93103 SFD 8.100 7.834 $2,366.69 360 1-Apr-27 $319,289.94
4590831 DRAPER UT 84020 SFD 8.375 8.109 $1,976.19 360 1-Sep-26 $258,675.13
4591336 ARCADIA CA 91006 SFD 7.375 7.109 $1,678.34 360 1-Apr-27 $242,815.10
4591395 BREA CA 92823 SFD 8.375 8.109 $1,770.97 360 1-Apr-27 $232,855.18
4591473 MESA AZ 85204 SFD 8.250 7.984 $1,793.27 360 1-May-27 $238,700.00
4591849 GREENWOOD IN 46143 SFD 8.750 8.484 $545.66 360 1-May-27 $69,360.00
4591920 SPRINGDALE AR 72764 SFD 7.750 7.484 $3,043.32 360 1-May-27 $424,800.00
4592409 BOISE ID 83706 SFD 8.250 7.984 $2,794.71 360 1-Apr-27 $371,762.79
4592422 LITTLETON CO 80120 SFD 8.500 8.234 $995.74 360 1-Apr-27 $129,421.56
4592434 PHOENIX AZ 85254 SFD 8.500 8.234 $2,264.45 360 1-Apr-27 $294,321.60
4592441 ISSUE MD 20645 SFD 8.500 8.234 $2,060.69 360 1-Apr-27 $267,837.65
4593423 GARDEN GROVE CA 92841 SFD 8.375 8.109 $802.64 360 1-Apr-27 $105,534.36
4593868 CUPERTINO CA 95014 SFD 7.875 7.609 $3,625.35 360 1-May-27 $500,000.00
4594919 COLORADO SPRINGS CO 80906 SFD 8.250 7.984 $1,938.27 360 1-May-27 $258,000.00
$159,394,848.24
</TABLE>
(i) (ii) (x) (xi) (xii) (xiii) (xiv) (xv)
--- ---- --- ---- ----- ------ ----- ----
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN INSURANCE SERVICE MORTGAGE SERVICE
NUMBER CITY LTV SUBSIDY CODE FEE LOAN FEE
------ ---- --- ------- ---- --- ---- ---
4521145 PONTE VEDRA BEACH 94.99 0.250 0.016
4533838 LITTLE ROCK 48.78 0.250 0.016
4534814 HUNTINGTON 70.00 0.250 0.016
STATION
4536344 SHERWOOD 80.00 0.250 0.016
4536780 COROLLA 75.00 0.250 0.016
4538726 STATEN ISLAND 63.58 0.250 0.016
4541623 HARRISON 80.00 0.250 0.016
4542064 LITTLE SILVER 80.00 0.250 0.016
4544797 GREAT NECK 80.00 0.250 0.016
4545712 MOUNT SINAI 79.02 0.250 0.016
4546521 LAS CRUCES 71.01 0.250 0.016
4547092 EAST HAMPTON 90.00 11 0.250 0.016
4548123 STATEN ISLAND 80.00 0.250 0.016
4548422 NEW YORK 64.79 FX30YR 0.250 0.016
4550117 CLINTON 80.00 0.250 0.016
4550654 MODESTO 89.99 17 0.250 0.016
4551797 AMBLER 63.50 0.250 0.016
4552806 BOCA RATON 77.11 0.250 0.016
4556352 MANHATTAN 78.50 0.250 0.016
4557638 LEXINGTON 46.43 0.250 0.016
4558321 CHARLOTTE 66.27 0.250 0.016
4558512 MIAMI 70.00 0.250 0.016
4560472 BAILEY 80.00 0.250 0.016
4560482 LONG BEACH 80.00 0.250 0.016
4560521 SANGER 59.78 0.250 0.016
4560977 WALESKA 65.92 0.250 0.016
4561138 CAMPBELL 79.24 0.250 0.016
4561363 FOUNTAIN HILLS 79.98 0.250 0.016
4563348 CONVENT STATION 73.03 0.250 0.016
4563634 MCLEAN 64.49 0.250 0.016
4563883 LACONNER 69.47 0.250 0.016
4563988 STRATTON MOUNTAIN 80.00 0.250 0.016
4564232 ROME 73.33 0.250 0.016
4565251 STATEN ISLAND 95.00 11 0.250 0.016
4565762 SAN MATEO 80.00 0.250 0.016
4566142 DRAPER 90.00 17 0.250 0.016
4566592 CARLSBAD 80.00 0.250 0.016
4566818 ALPINE 65.00 0.250 0.016
4566859 WESTFIELD 76.67 0.250 0.016
4567007 BEDFORD 80.00 0.250 0.016
4567271 HAMBURG 74.68 0.250 0.016
4567622 RANDOLPH 66.20 0.250 0.016
4567625 NEWTON 47.62 0.250 0.016
4567642 AUSTIN 70.00 0.250 0.016
4567920 PEMBROOKE PINES 90.00 11 0.250 0.016
4568283 SCOTCH PLAINS 80.00 0.250 0.016
4568402 SOUTH HAMPTON 54.64 0.250 0.016
4568523 LEXINGTON 80.00 0.250 0.016
4568576 PORTLAND 88.42 12 0.250 0.016
4568770 PHOENIX 80.00 0.250 0.016
4568810 SCOTTS VALLEY 95.00 33 0.250 0.016
4568834 LABADIE 80.00 0.250 0.016
4568934 GILLETTE 80.00 0.250 0.016
4568980 FRAMINGTON 66.27 0.250 0.016
4569187 MOUNT SINAI 79.99 0.250 0.016
4569215 FAIRFAX 39.82 0.250 0.016
4569280 PORTLAND 90.00 06 0.250 0.016
4569515 HIGH POINT 79.04 0.250 0.016
4569549 ANNANDALE 80.00 0.250 0.016
4569671 AUSTIN 56.23 0.250 0.016
4569838 JACKSON 68.42 0.250 0.016
4569932 SHELTER ISLAND 80.00 0.250 0.016
4569944 FALLSTON 75.00 0.250 0.016
4570149 MIAMI BEACH 80.00 0.250 0.016
4570165 MASSAPEQUA PARK 85.00 01 0.250 0.016
4570308 SAN FRANCISCO 65.90 0.250 0.016
4570585 MANSFIELD 69.57 0.250 0.016
4570605 NORTH BELLMORE 80.00 0.250 0.016
4570670 NEWPORT BEACH 86.96 0.250 0.016
4570764 SOUTHLAKE 75.00 0.250 0.016
4570809 MAHWAH 90.00 0.250 0.016
4570980 EUGENE 80.00 0.250 0.016
4570982 PHILIPSTOWN 80.00 0.250 0.016
4571295 HONOLULU 68.00 0.250 0.016
4571562 EVERGREEN 58.82 0.250 0.016
4571631 RYE 80.00 0.250 0.016
4571667 PORTOLA VALLEY 80.00 0.250 0.016
4571705 NEW ROCHELLE 77.92 0.250 0.016
4571879 SANTA ROSA 78.27 0.250 0.016
4571902 PHOENIX 64.67 0.250 0.016
4571940 NORTHPORT 80.00 0.250 0.016
4572171 BAY SHORE 80.00 0.250 0.016
4572258 TAVERNIER 80.00 0.250 0.016
4572389 STATEN ISLAND 80.00 0.250 0.016
4572404 DANVILLE 90.00 0.250 0.016
4572450 EAST HAMPTON 54.02 0.250 0.016
4572538 BRIDGEWATER 79.89 0.250 0.016
4572593 CROSS RIVER T O 87.98 01 0.250 0.016
LEWISBOR
4572596 ST CHARLES 80.00 0.250 0.016
4572599 MONCLOVA 72.06 0.250 0.016
4572681 SCOTTSDALE 70.00 0.250 0.016
4572700 BROOKLYN 80.00 0.250 0.016
4572836 EDINA 89.39 0.250 0.016
4572875 SLIDELL 90.00 33 0.250 0.016
4572902 NANTUCKET 69.51 0.250 0.016
4572922 KENNEWICK 90.00 01 0.250 0.016
4573030 KIRKLAND 55.94 0.250 0.016
4573033 VIRGINIA BEACH 74.99 0.250 0.016
4573042 HIGHLANDS RANCH 79.99 0.250 0.016
4573063 WESTWOOD 80.00 0.250 0.016
4573148 FRANKLIN TOWNSHIP 80.00 0.250 0.016
4573207 SALT LAKE CITY 79.66 0.250 0.016
4573220 PUTNAM VALLEY 49.64 0.250 0.016
4573228 VICTORVILLE 90.00 11 0.250 0.016
4573233 NEW YORK 80.00 0.250 0.016
4573265 WAYLAND 80.00 0.250 0.016
4573276 GAINESVILLE 80.00 0.250 0.016
4573299 DES MOINES 49.67 0.250 0.016
4573308 NEWTON 60.87 0.250 0.016
4573312 LONGMEADOW 79.96 0.250 0.016
4573430 CHATHAM 52.63 0.250 0.016
4573433 CHARLESTON 62.74 0.250 0.016
4573444 SIMI VALLEY 90.00 0.250 0.016
4573452 ELK GROVE 79.99 0.250 0.016
4573494 SEARINGTOWN 80.00 0.250 0.016
4573514 BIRMINGHAM 90.00 0.250 0.016
4573592 PLEASANTON 89.99 0.250 0.016
4573599 NORTH MIAMI BEACH 80.00 0.250 0.016
4573613 AUSTIN 69.39 0.250 0.016
4573656 TRABUCO CANYON 79.99 0.250 0.016
AREA
4573667 MERRICK 80.00 0.250 0.016
4573762 SAN DIEGO 80.00 0.250 0.016
4573773 HENDERSON 80.00 0.250 0.016
4573791 LINCROFT 73.39 0.250 0.016
4573817 BRIDGEWATER 65.52 0.250 0.016
4573920 TRABUCO CANYON 79.99 0.250 0.016
AREA
4573940 WASINGTON 74.70 0.250 0.016
4573944 WYCKOFF 80.00 0.250 0.016
4574015 OAKTON 71.97 0.250 0.016
4574025 MAHWAH 84.38 06 0.250 0.016
4574052 KATY 67.65 0.250 0.016
4574072 VALHALLA 79.99 0.250 0.016
4574085 HICKSVILLE 54.95 0.250 0.016
4574100 SCOTTSDALE 66.17 0.250 0.016
4574138 SAN ANTONIO 80.00 0.250 0.016
4574298 BONITA SPRINGS 79.99 0.250 0.016
4574307 HACKETTSTOWN 80.00 0.250 0.016
4574355 STILLWATER 70.00 0.250 0.016
4574360 TUPELO 65.87 0.250 0.016
4574401 COLUMBIA 63.27 0.250 0.016
4574516 ALPHARETTA 67.51 0.250 0.016
4574523 FREMONT 53.68 0.250 0.016
4574549 EAST HAMPTON 80.00 0.250 0.016
4574618 LAS VEGAS 79.81 0.250 0.016
4574641 ROCKVILLE CENTRE 79.10 0.250 0.016
4574683 FOREST HILLS 80.00 0.250 0.016
4574686 BLAINE COUNTY 80.00 0.250 0.016
4574707 GOLDEN 79.99 0.250 0.016
4574738 COLUMBIA 80.00 0.250 0.016
4574756 WANTAGH 80.00 0.250 0.016
4574793 NEWTON 68.69 0.250 0.016
4574798 PORT LUDLOW 69.01 0.250 0.016
4574854 BAYSIDE 75.00 0.250 0.016
4574856 LONG BEACH 65.00 0.250 0.016
4574943 STAFFORD 95.00 33 0.250 0.016
4574952 MEMPHIS 56.70 0.250 0.016
4574973 ACTON 95.00 33 0.250 0.016
4574994 ARLINGTON 90.00 0.250 0.016
4574998 TARZANA 80.00 0.250 0.016
4575065 DUARTE 95.00 33 0.250 0.016
4575155 MOUNT VERNON 80.00 0.250 0.016
4575183 CINCINNATI 75.95 0.250 0.016
4575398 MONTROSE 54.29 0.250 0.016
4575474 ZEPHYR COVE 80.00 0.250 0.016
4575506 WEST CHESTER 90.00 33 0.250 0.016
4575656 MANDEVILLE 90.00 06 0.250 0.016
4575662 PLANO 83.01 0.250 0.016
4575726 WESTHAMPTON 80.00 0.250 0.016
4575762 SUPERIOR 89.98 17 0.250 0.016
4575772 GLEN HEAD 60.00 0.250 0.016
4575805 INDIANAPOLIS 80.00 0.250 0.016
4575830 GRANITE BAY 89.94 12 0.250 0.016
4575884 WASHINGTONVILLE 95.00 33 0.250 0.016
4575895 SEATTLE 50.86 0.250 0.016
4575900 ATLANTA 70.65 0.250 0.016
4575930 TORRANCE 95.00 33 0.250 0.016
4575953 WEST LAFAYETTE 79.99 0.250 0.016
4576007 CONCORD 90.00 11 0.250 0.016
4576012 FLUSHING 69.57 0.250 0.016
4576031 LIVONIA 55.61 0.250 0.016
4576035 EAST WILLISTON 56.31 0.250 0.016
4576090 BALBOA ISLAND 72.86 0.250 0.016
4576126 ROXBURY 43.68 0.250 0.016
4576129 NAPLES 62.58 0.250 0.016
4576134 NASHVILLE 74.30 0.250 0.016
4576150 BIRMINGHAM 53.86 0.250 0.016
4576187 ELLICOTT CITY 75.00 0.250 0.016
4576206 MALVERN 79.96 0.250 0.016
4576252 ISSAQUAH 72.37 0.250 0.016
4576262 BEDMINSTER TWP 95.00 33 0.250 0.016
4576446 LIVINGSTON 80.00 0.250 0.016
4576462 BEND 80.00 0.250 0.016
4576472 MILLER PLACE 78.72 0.250 0.016
4576476 HERNDON 76.90 0.250 0.016
4576504 VIRGINIA BEACH 54.25 0.250 0.016
4576512 JACKSON 77.21 0.250 0.016
4576521 MCLEAN 80.00 0.250 0.016
4576535 HUNTSVILLE 75.00 0.250 0.016
4576682 THOUSAND OAKS 90.00 0.250 0.016
4576704 PROVO 80.00 0.250 0.016
4576720 FORT COLLINS 57.36 0.250 0.016
4576763 SAN FRANCISCO 69.76 0.250 0.016
4576784 LAS FLORES 79.79 0.250 0.016
4576808 IRVINE 80.00 0.250 0.016
4576818 LITTLETON 80.00 0.250 0.016
4576847 EAST WILLISTON 80.00 0.250 0.016
4576933 ARDSLEY 61.63 0.250 0.016
4576990 LOS ANGELES 76.39 0.250 0.016
4577037 ALBANY 90.00 0.250 0.016
4577043 BOUNTIFUL 75.00 0.250 0.016
4577073 ASHLAND 79.68 0.250 0.016
4577083 DOUGLASTON 80.00 0.250 0.016
4577098 WALNUT CREEK 90.00 0.250 0.016
4577120 MEMPHIS 75.00 0.250 0.016
4577165 BIRMINGHAM 80.00 0.250 0.016
4577192 SANDY 71.67 0.250 0.016
4577242 PLEASANTON 33.46 0.250 0.016
4577267 MAHOPAC 80.00 0.250 0.016
4577309 LAKESIDE PARK 80.00 0.250 0.016
4577320 CICERO 79.96 0.250 0.016
4577351 SAN JOSE 79.98 0.250 0.016
4577458 DARIEN 63.69 0.250 0.016
4577474 RIDGEWOOD 85.00 11 0.250 0.016
4577556 SEATAC 80.00 0.250 0.016
4577593 IRVINE 68.21 0.250 0.016
4577626 SAN MARCOS 95.00 33 0.250 0.016
4577667 SAN RAFAEL 80.00 0.250 0.016
4577681 LAGUNA NIGUEL 77.20 0.250 0.016
4577693 WHIPPANY 73.42 0.250 0.016
4577698 FAIRFAX 79.99 0.250 0.016
4577705 BELLEROSE 76.09 0.250 0.016
4577716 SAN JOSE 57.69 0.250 0.016
4577730 SCARSDALE 80.00 0.250 0.016
4577771 NAPLES 79.99 0.250 0.016
4577772 HENDERSON 43.60 0.250 0.016
4577794 FAIRFAX 80.00 0.250 0.016
4577827 MARIETTA 80.00 0.250 0.016
4577835 SAN DIEGO 69.45 0.250 0.016
4577855 SOUTH PLAINFIELD 75.00 0.250 0.016
4577958 MIAMI 80.00 0.250 0.016
4577973 VENTURA 80.00 0.250 0.016
4577989 DALY CITY 90.00 0.250 0.016
4577990 SCOTTSDALE 77.78 0.250 0.016
4578032 BOULDER 95.00 0.250 0.016
4578049 EDWARDS 80.00 0.250 0.016
4578078 SEATTLE 75.00 0.250 0.016
4578092 ALEXANDRIA 80.00 0.250 0.016
4578104 WILTON 60.59 0.250 0.016
4578108 ACCOKEEK 80.00 0.250 0.016
4578138 STATEN ISLAND 47.06 0.250 0.016
4578152 JACKSON 65.00 0.250 0.016
4578183 SAN JOSE 80.00 0.250 0.016
4578210 MIDLAND PARK 80.00 0.250 0.016
4578373 OREGON CITY 85.34 11 0.250 0.016
4578414 ROCKVILLE CENTRE 80.00 0.250 0.016
4578450 LOS ANGELES 38.00 0.250 0.016
4578467 ROCKVILLE 95.00 33 0.250 0.016
4578479 ZIONSVILLE 71.58 0.250 0.016
4578622 PLANO 75.00 0.250 0.016
4578650 MOORESTOWN 80.00 0.250 0.016
4578669 CAPITOLA 80.00 0.250 0.016
4578691 PLEASANT VALLEY 80.00 0.250 0.016
4578708 EL GRANADA 89.97 0.250 0.016
4578737 DARIEN 46.05 0.250 0.016
4578760 CHARLOTTE 90.00 11 0.250 0.016
4578845 WAPPINGERS FALLS 80.00 0.250 0.016
4578881 CHINO HILLS 90.00 11 0.250 0.016
4578894 MINNETRISTA 71.20 0.250 0.016
4578895 ST LOUIS 48.62 0.250 0.016
4578941 LOS ANGELES 80.00 0.250 0.016
4578945 LAGUNA NIGUEL 80.00 0.250 0.016
4578964 SCOTTSDALE 54.37 0.250 0.016
4578984 SARATOGA 80.00 0.250 0.016
4578985 EVERETT 80.00 0.250 0.016
4578995 AUSTIN 80.00 0.250 0.016
4579010 BETHESDA 90.00 13 0.250 0.016
4579098 BALDWIN 79.97 0.250 0.016
4579209 PROVO 78.85 0.250 0.016
4579256 PRINCETON 75.00 0.250 0.016
4579271 VIENNA 80.00 0.250 0.016
4579279 SOUTHLAKE 79.99 0.250 0.016
4579295 HALF MOON BAY 78.49 0.250 0.016
4579300 WASHINGTON 85.00 06 0.250 0.016
4579320 SAN FRANCISCO 80.00 0.250 0.016
4579339 MARIETTA 80.00 0.250 0.016
4579342 WEST HARTFORD 76.70 0.250 0.016
4579352 AUSTIN 79.66 0.250 0.016
4579431 METAIRIE 70.00 0.250 0.016
4579434 DANA POINT 90.00 11 0.250 0.016
4579452 EDGEWOOD 79.99 0.250 0.016
4579473 FREMONT 36.38 0.250 0.016
4579501 BROOKLYN 95.00 11 0.250 0.016
4579511 VALLEY CENTER 75.00 0.250 0.016
4579567 HUNTINGTON BEACH 58.16 0.250 0.016
4579613 CHARLESTON 80.00 0.250 0.016
4579732 CALABASAS 75.00 0.250 0.016
4579752 HAUPPAUGE 80.00 0.250 0.016
4579761 HENDERSON 80.00 0.250 0.016
4579797 REDWOOD CITY 80.00 0.250 0.016
4579932 RENO 77.08 0.250 0.016
4579935 WEEMS 75.00 0.250 0.016
4579937 SAN JOSE 80.00 0.250 0.016
4579941 LITTLE ROCK 80.00 0.250 0.016
4580007 ALEXANDRIA 95.00 0.250 0.016
4580025 KINGSTON 66.67 0.250 0.016
4580032 REDONDO BEACH 90.00 0.250 0.016
4580036 SANTA CLARA 80.00 0.250 0.016
4580041 SOUTHLAKE 90.00 06 0.250 0.016
4580047 TULSA 66.67 0.250 0.016
4580354 RESTON 90.00 11 0.250 0.016
4580366 ALLENTOWN 79.83 0.250 0.016
4580416 DANA POINT 95.00 11 0.250 0.016
4580431 BROOKLYN 72.22 0.250 0.016
4580436 NOVATO 74.07 0.250 0.016
4580459 BOULDER 46.70 0.250 0.016
4580467 GOLDEN 80.00 0.250 0.016
4580481 BLACKSBURG 80.00 0.250 0.016
4580506 GLEN ELLYN 80.00 0.250 0.016
4580509 LINN CREEK 64.74 0.250 0.016
4580541 YORK 75.00 0.250 0.016
4580547 SAUGUS 79.99 0.250 0.016
4580562 PORTLAND 77.78 0.250 0.016
4580597 HOUSTON 80.00 0.250 0.016
4580638 DARNESTOWN 69.96 0.250 0.016
4580652 NORMAL 90.00 01 0.250 0.016
4580723 TORRANCE 80.00 0.250 0.016
4580731 NASHVILLE 80.00 0.250 0.016
4580736 PORTLAND 80.00 0.250 0.016
4580746 GILROY 81.32 06 0.250 0.016
4580750 VIRGINIA BEACH 76.82 0.250 0.016
4580803 YORKTOWN 89.99 11 0.250 0.016
4580931 RALEIGH 65.22 0.250 0.016
4581053 MAITLAND 54.91 0.250 0.016
4581082 KIRKLAND 80.00 0.250 0.016
4581147 CHARLOTTE 89.48 11 0.250 0.016
4581165 LOS ANGELES 75.00 0.250 0.016
4581191 SANTA ANA 90.00 11 0.250 0.016
4581207 SARATOGA 34.95 0.250 0.016
4581273 MEDINA 76.67 0.250 0.016
4581388 WOODCLIFF LAKE 52.50 0.250 0.016
4581390 MONSEY 74.27 0.250 0.016
4581418 OXFORD 63.89 0.250 0.016
4581449 LARKSPUR 67.71 0.250 0.016
4581479 DECATUR 73.81 0.250 0.016
4581500 FULLERTON 80.00 0.250 0.016
4581513 TRABUCO CANYON 72.93 0.250 0.016
AREA
4581524 ATLANTA 51.46 0.250 0.016
4581527 SEATTLE 89.88 12 0.250 0.016
4581713 PORTLAND 67.98 0.250 0.016
4581722 CHULA VISTA 90.00 0.250 0.016
4581727 WHITE PLAINS 90.00 0.250 0.016
4581785 STEAMBOAT SPRINGS 67.14 0.250 0.016
4581786 EUGENE 59.10 0.250 0.016
4581796 LAUREL 94.99 01 0.250 0.016
4581826 CARLSBAD 79.99 0.250 0.016
4581847 WOODINVILLE 70.34 0.250 0.016
4581855 UNIVERSITY PARK 49.29 0.250 0.016
4581867 ASHBURN 95.00 0.250 0.016
4581876 WATCHUNG 95.00 11 0.250 0.016
4581949 SCARSDALE 90.00 0.250 0.016
4581999 KITTY HAWK 74.97 0.250 0.016
4582048 SEATTLE 77.38 0.250 0.016
4582120 DALLAS 80.00 0.250 0.016
4582129 WEST HEMPSTEAD 80.00 0.250 0.016
4582156 CHAPEL HILL 70.00 0.250 0.016
4582213 NAPERVILLE 77.41 0.250 0.016
4582230 JEFFERSON VALLEY 67.81 0.250 0.016
4582271 SHAMONG 67.86 0.250 0.016
4582273 REDWOOD CITY 44.96 0.250 0.016
4582305 NEWPORT 78.04 0.250 0.016
4582313 HILTON HEAD 42.86 0.250 0.016
ISLAND
4582390 MILLINGTON 71.43 0.250 0.016
4582413 MIAMI 80.00 0.250 0.016
4582571 MASSAPEQUA PARK 52.63 0.250 0.016
4582612 CHESTER 58.16 0.250 0.016
4582659 AREA OF TEMECULA 52.78 0.250 0.016
4582691 EDGEWATER 80.00 0.250 0.016
4582788 PORTLAND 75.00 0.250 0.016
4582814 SANTA MONICA 80.00 0.250 0.016
4582834 AVON 70.00 0.250 0.016
4582857 GLENN DALE 90.00 11 0.250 0.016
4582922 LOS ANGELES 86.85 33 0.250 0.016
4582930 MANHASSET HILLS 78.50 0.250 0.016
4583028 TUCSON 80.00 0.250 0.016
4583070 CRANBERRY ISLES 43.45 0.250 0.016
4583117 COLORADO SPRINGS 77.35 0.250 0.016
4583122 LAS FLORES AREA 89.99 33 0.250 0.016
4583130 FORT WORTH 80.00 0.250 0.016
4583195 ANAHEIM 90.00 0.250 0.016
4583199 MT. PROSPECT 70.00 0.250 0.016
4583257 MANSFIELD 80.00 0.250 0.016
4583281 HUNTINGTON BEACH 85.61 33 0.250 0.016
4583296 SANTA MONICA 66.67 0.250 0.016
4583297 AGOURA HILLS 86.41 33 0.250 0.016
4583349 WOODLAND HILLS 77.82 0.250 0.016
4583400 GERMANTOWN 65.79 0.250 0.016
4583594 OLD HICKORY 75.00 0.250 0.016
4583599 NEWPORT BEACH 74.35 0.250 0.016
4583638 GRANTS PASS 72.06 0.250 0.016
4583684 CLINTON 79.22 0.250 0.016
4583686 CLAYTON 77.78 0.250 0.016
4583691 VENICE 68.46 0.250 0.016
4583737 PLANO 90.00 11 0.250 0.016
4583743 ALBUQUERQUE 77.05 0.250 0.016
4583766 NEW KENT 80.00 0.250 0.016
4583772 WILMINGTON 88.72 17 0.250 0.016
4583788 MONTAUK 75.00 0.250 0.016
4583796 PLEASANTON 46.67 0.250 0.016
4583833 EUGENE 62.50 0.250 0.016
4583888 SAN RAMON 90.00 0.250 0.016
4583915 SANTA MONICA 75.00 0.250 0.016
4583976 COLMA 41.74 0.250 0.016
4584037 MARGATE 71.96 0.250 0.016
4584049 WEST PALM BEACH 75.00 0.250 0.016
4584062 PALM CITY 63.04 0.250 0.016
4584071 SANGER 47.00 0.250 0.016
4584075 BURLINGAME 23.38 0.250 0.016
4584083 FORT LAUDERDALE 74.95 0.250 0.016
4584085 HOLLYWOOD 73.68 0.250 0.016
4584091 SAN DIEGO 48.97 0.250 0.016
4584096 CORONA 48.51 0.250 0.016
4584107 SAN JOSE 69.76 0.250 0.016
4584110 SANTA BARBARA 66.23 0.250 0.016
4584117 SHERMAN OAKS 70.80 0.250 0.016
4584129 SUGAR LAND 30.20 0.250 0.016
4584139 MIAMI 69.94 0.250 0.016
4584141 WALNUT CREEK 44.83 0.250 0.016
4584149 SAN JOSE 32.00 0.250 0.016
4584153 DELRAY BEACH 75.00 0.250 0.016
4584162 SAN RAFAEL 59.23 0.250 0.016
4584174 MASSAPEQUA PARK 74.98 0.250 0.016
4584183 OAKLAND 34.57 0.250 0.016
4584194 POUND RIDGE 41.18 0.250 0.016
4584196 SHOREHAM 74.98 0.250 0.016
4584202 LAS VEGAS 89.29 01 0.250 0.016
4584216 OJAI 67.00 0.250 0.016
4584232 HILLSBOROUGH 55.00 0.250 0.016
4584239 LIGHTHOUSE POINT 75.00 0.250 0.016
4584244 STAFFORD 74.97 0.250 0.016
4584246 DAVIS 74.89 0.250 0.016
4584251 HOLLYWOOD 33.33 0.250 0.016
4584342 BOCA RATON 41.38 0.250 0.016
4584349 SIMI VALLEY 69.47 0.250 0.016
4584357 PALOS HILLS 46.88 0.250 0.016
4584360 DOWNEY 39.14 0.250 0.016
4584376 SAN DIEGO 41.34 0.250 0.016
4584377 SAN FRANCISCO 22.73 0.250 0.016
4584383 NOKOMIS 74.95 0.250 0.016
4584392 FORT MYERS 50.79 0.250 0.016
4584400 DELRAY BEACH 66.67 0.250 0.016
4584403 ATASCADERO 52.55 0.250 0.016
4584407 NAPLES 55.25 0.250 0.016
4584409 DELRAY BEACH 60.98 0.250 0.016
4584442 DOWNEY 54.12 0.250 0.016
4584459 MERRICK 75.00 0.250 0.016
4584480 DELRAY BEACH 65.00 0.250 0.016
4584529 IRVINE 90.00 13 0.250 0.016
4584533 GAITHERSBURG 80.00 0.250 0.016
4584616 KENSINGTON 80.00 0.250 0.016
4584712 FREMONT 70.00 0.250 0.016
4584733 BOULDER CITY 74.56 0.250 0.016
4584743 CARLSBAD 75.00 0.250 0.016
4584756 GRANTS PASS 75.00 0.250 0.016
4584837 ROSWELL 80.00 0.250 0.016
4584854 LONG BEACH 77.76 0.250 0.016
4584911 EAST WENATCHEE 85.00 0.250 0.016
4585082 CLOSTER 80.00 0.250 0.016
4585086 BALTIMORE 70.00 0.250 0.016
4585156 SAN LUIS OBISPO 89.91 06 0.250 0.016
4585158 NORTHBROOK 68.12 0.250 0.016
4585164 SAN JOSE 80.00 0.250 0.016
4585184 TUCSON 90.00 06 0.250 0.016
4585185 FALMOUTH 88.32 0.250 0.016
4585214 SALT LAKE CITY 75.00 0.250 0.016
4585229 THOUSAND OAKS 80.00 0.250 0.016
4585377 KODAK 27.59 0.250 0.016
4585398 WENTZVILLE 64.57 0.250 0.016
4585425 BELLMORE 80.00 0.250 0.016
4585427 SOUTHAMPTON 90.00 11 0.250 0.016
4585521 CONYERS 90.00 24 0.250 0.016
4585745 SANTA BARBARA 70.00 0.250 0.016
4585793 SAN JOSE 80.00 0.250 0.016
4585819 CANYON LAKE 80.00 0.250 0.016
4585872 MURRIETA 72.73 0.250 0.016
4585880 COCONUT CREEK 74.92 0.250 0.016
4585895 DELRAY BEACH 65.22 0.250 0.016
4585897 DAVIE 65.00 0.250 0.016
4585900 TAVERNIER 80.00 0.250 0.016
4585932 CAMAS 60.55 0.250 0.016
4585951 SAN DIEGO 72.46 0.250 0.016
4585958 ORANGE 79.29 0.250 0.016
4585960 SANTA ROSA 39.79 0.250 0.016
4585962 MORGAN HILL 80.00 0.250 0.016
4585976 CHULA VISTA 74.99 0.250 0.016
4585984 HIGHLAND BEACH 72.60 0.250 0.016
4586073 DANVILLE 78.93 0.250 0.016
4586085 SUNNYVALE 80.00 0.250 0.016
4586135 BOYNTON BEACH 57.14 0.250 0.016
4586175 BETHANY BEACH 75.00 0.250 0.016
4586204 LAS VEGAS 70.16 0.250 0.016
4586209 LITTE ROCK 90.00 13 0.250 0.016
4586217 SCOTTSDALE 75.27 0.250 0.016
4586259 CASTLE ROCK 75.00 0.250 0.016
4586261 LOS ANGELES 53.58 0.250 0.016
4586292 FAYETTEVILLE 95.00 13 0.250 0.016
4586343 DANVILLE 75.00 0.250 0.016
4586347 NAPLES 80.00 0.250 0.016
4586349 SAN MARTIN 80.00 0.250 0.016
4586383 DOVE CANYON 90.00 06 0.250 0.016
4586386 SAN JOSE 76.65 0.250 0.016
4586396 ROYAL PALM BEACH 26.67 0.250 0.016
4586408 PALOS VERDES 69.99 0.250 0.016
ESTATES
4586409 GARDNERVILLE 78.29 0.250 0.016
4586425 SARASOTA 61.17 0.250 0.016
4586440 CLOVERDALE 80.00 0.250 0.016
4586449 YORKTOWN HEIGHTS 41.03 0.250 0.016
4586458 RANCHO PALOS 64.69 0.250 0.016
VERDES
4586459 SANTA ROSA 80.00 0.250 0.016
4586470 ESTERO 74.12 0.250 0.016
4586512 ANNAPOLIS 70.00 0.250 0.016
4586554 FOREST LAKE 73.60 0.250 0.016
TOWNSHIP
4586559 EDEN PRAIRIE 85.28 11 0.250 0.016
4586560 EAGAN 90.00 13 0.250 0.016
4586579 SANTA CRUZ 80.00 0.250 0.016
4586706 LOS ANGELES 90.00 12 0.250 0.016
4586852 CALABASAS 80.00 0.250 0.016
4586861 BRATTLEBORO 73.54 0.250 0.016
4586878 AREA OF LAKE 72.55 0.250 0.016
ELSINORE
4586903 SAN JOSE 75.00 0.250 0.016
4586922 SIERRA MADRE 80.00 0.250 0.016
4586938 MILPITAS 77.15 0.250 0.016
4586943 N. ATLANTA 63.29 0.250 0.016
4587007 BROOKLYN 79.79 0.250 0.016
4587106 GERMANTOWN 89.91 11 0.250 0.016
4587143 NASHVILLE 63.75 0.250 0.016
4587193 ATLANTA 46.67 0.250 0.016
4587259 KENNEWICK 80.00 0.250 0.016
4587375 LA MESA 80.00 0.250 0.016
4587380 SOUTH SAN 74.70 0.250 0.016
FRANCISCO
4587404 PORTLAND 75.00 0.250 0.016
4587793 PLAINVIEW 51.92 0.250 0.016
4588390 HUNTINGTON BEACH 80.00 0.250 0.016
4588451 LOS ANGELES 74.50 0.250 0.016
STUDIO C
4588626 SANTA CRUZ 41.32 0.250 0.016
4588699 LAS VEGAS 55.17 0.250 0.016
4588712 SAN DIEGO 80.00 0.250 0.016
4588721 MONTCLAIR 74.54 0.250 0.016
4588732 TUCKAHOE 70.88 0.250 0.016
4588933 BEAVERTON 69.70 0.250 0.016
4589148 NAPLES 49.14 0.250 0.016
4589165 PALM BEACH 69.44 0.250 0.016
GARDENS
4589213 NAPLES 59.52 0.250 0.016
4589220 LYNWOOD 75.00 0.250 0.016
4589240 LEBANON 55.56 0.250 0.016
4589272 HILTON HEAD 64.70 0.250 0.016
ISLAND
4589294 NEWBERG 65.77 0.250 0.016
4589379 EUGENE 79.97 0.250 0.016
4589417 CHICAGO 74.92 0.250 0.016
4589422 SALEM 60.64 0.250 0.016
4589426 LAKE FOREST 80.00 0.250 0.016
4589449 PHOENIX 89.99 24 0.250 0.016
4589515 LOS ANGELES 75.00 0.250 0.016
4589524 GOLETA 79.99 0.250 0.016
4589541 ARCADIA 73.06 0.250 0.016
4589567 WEST PALM BEACH 58.96 0.250 0.016
4589584 CANBY 74.98 0.250 0.016
4589589 ARROYO GRANDE 52.63 0.250 0.016
4589851 ESCONDIDO 43.24 0.250 0.016
4589942 LONG BEACH 80.00 0.250 0.016
4589972 MODESTO 75.00 0.250 0.016
4589975 ALTADENA 60.66 0.250 0.016
4589989 GLENDALE 80.00 0.250 0.016
4590044 SANTA BARBARA 41.28 0.250 0.016
4590049 GILROY 80.00 0.250 0.016
4590084 MEDFORD 75.00 0.250 0.016
4590113 LA JOLLA 80.00 0.250 0.016
4590143 PHOENIX 75.00 0.250 0.016
4590150 EULESS 89.31 01 0.250 0.016
4590169 SOUTHLAKE 78.08 0.250 0.016
4590325 KNOXVILLE 73.33 0.250 0.016
4590598 NAPLES 75.00 0.250 0.016
4590599 SAFETY HARBOR 74.98 0.250 0.016
4590605 FORT MYERS 75.00 0.250 0.016
4590610 SANTA BARBARA 90.00 06 0.250 0.016
4590831 DRAPER 85.00 0.250 0.016
4591336 ARCADIA 90.00 06 0.250 0.016
4591395 BREA 74.68 0.250 0.016
4591473 MESA 90.00 01 0.250 0.016
4591849 GREENWOOD 80.00 0.250 0.016
4591920 SPRINGDALE 80.00 0.250 0.016
4592409 BOISE 80.00 0.250 0.016
4592422 LITTLETON 66.41 0.250 0.016
4592434 PHOENIX 95.00 01 0.250 0.016
4592441 ISSUE 78.36 0.250 0.016
4593423 GARDEN GROVE 80.00 0.250 0.016
4593868 CUPERTINO 75.76 0.250 0.016
4594919 COLORADO SPRINGS 64.50 0.250 0.016
COUNT: 597
WAC: 8.142939229
WAM: 357.9184234
WALTV: 74.54435464
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1997-8 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 MATURITY PRINCIPAL
NUMBER City STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4544279 CAMARILLO CA 93012 SFD 8.875 8.609 $3,341.71 360 1-Jul-26 $417,565.48
4544386 BETHESDA MD 20817 SFD 7.875 7.609 $2,900.28 360 1-Sep-26 $397,746.50
4546018 LA CANADA FLINTRIDGE CA 91011 SFD 8.500 8.234 $4,844.15 360 1-Sep-26 $626,870.02
4558954 NAPLES FL 34112 SFD 8.500 8.234 $2,053.00 360 1-Nov-26 $266,012.15
4566632 SUCCASUNNA NJ 07876 SFD 8.000 7.734 $1,695.00 360 1-Apr-27 $230,845.00
4570136 OLD HICKORY TN 37138 SFD 8.000 7.734 $1,774.98 360 1-Jan-27 $241,244.23
4571519 ROSWELL GA 30075 PUD 8.125 7.859 $2,448.29 240 1-Jan-17 $288,041.23
4572127 CARMEL IN 46033 SFD 7.625 7.359 $2,605.39 360 1-Feb-27 $367,295.65
4572252 CICERO IN 46034 SFD 7.750 7.484 $2,597.00 360 1-Feb-27 $361,727.47
4572774 ARLINGTON TX 76016 SFD 7.625 7.359 $1,995.98 360 1-Feb-27 $280,668.67
4572815 HIGHLANDS RANCH CO 80126 SFD 7.875 7.609 $2,283.97 360 1-Feb-27 $314,244.06
4572828 HOBE SOUND FL 33455 SFD 7.750 7.484 $2,593.42 360 1-Feb-27 $361,228.54
4572849 FISHERVILLE KY 40023 SFD 7.750 7.484 $1,948.65 360 1-Feb-27 $271,420.33
4573844 CHARLOTTE NC 28207 SFD 8.250 7.984 $3,153.80 300 1-Dec-21 $397,953.04
4573860 RANDOLPH NJ 07869 SFD 8.250 7.984 $1,652.78 360 1-Dec-26 $219,288.89
4573863 POWELL OH 43065 SFD 8.375 8.109 $1,760.71 360 1-Dec-26 $230,919.95
4573900 SCOTTSDALE AZ 85254 SFD 8.000 7.734 $2,179.29 360 1-Dec-26 $295,990.17
4573917 WINTER PARK FL 32789 SFD 8.250 7.984 $1,718.90 360 1-Nov-26 $227,846.63
4573922 PHOENIX AZ 85020 SFD 8.250 7.984 $1,705.76 360 1-Dec-26 $226,316.02
4573942 MIAMI FL 33138 SFD 8.375 8.109 $1,983.79 360 1-Dec-26 $260,174.03
4573960 SHREWSBURY NJ 07702 SFD 8.375 8.109 $1,922.98 360 1-Jan-27 $252,364.38
4574014 CHARLOTTE NC 28277 SFD 8.000 7.734 $1,936.04 360 1-Dec-26 $262,952.92
4574019 MARTINEZ GA 30907 SFD 8.000 7.734 $2,056.38 360 1-Dec-26 $279,297.15
4574245 BOCA RATON FL 33496 SFD 8.625 8.359 $3,725.62 360 1-Jan-27 $477,856.51
4574257 SAVANNAH GA 31406 SFD 8.375 8.109 $1,748.17 360 1-Nov-26 $229,127.13
4574284 LOWER MAKESFIELD PA 18967 SFD 8.000 7.734 $2,180.02 360 1-Jan-27 $296,185.29
TOWNSHIP
4574316 NORTH AUGUSTA SC 29841 SFD 8.000 7.734 $2,788.31 360 1-Jan-27 $378,969.84
4574876 DARIEN IL 60561 SFD 8.375 8.109 $2,052.20 360 1-Dec-26 $269,149.08
4574890 BOCA RATON FL 33432 SFD 8.000 7.734 $1,683.99 360 1-Jan-27 $228,869.44
4574914 DELRAY FL 33446 PUD 8.500 8.234 $2,423.62 360 1-Dec-26 $314,231.61
4574923 MT. OLIVE NJ 07836 SFD 8.250 7.984 $1,622.66 360 1-Dec-26 $214,988.01
4574927 LITTLE RIVER SC 29566 SFD 8.875 8.609 $1,968.43 360 1-Jul-26 $245,965.91
4574934 JACKSONVILLE FL 32256 SFD 8.625 8.359 $1,843.36 360 1-Oct-26 $235,999.17
4575098 VALLEY FORGE PA 19482 SFD 7.250 6.984 $1,514.43 360 1-Jan-27 $220,944.81
4575100 SEMINOLE FL 33776 SFD 8.375 8.109 $3,220.05 360 1-Oct-26 $421,767.75
4575107 CHAPEL HILL NC 27514 SFD 8.125 7.859 $2,049.29 360 1-Dec-26 $275,085.00
4575120 ATLANTA GA 30331 SFD 8.250 7.984 $1,812.06 360 1-Oct-26 $239,918.43
4575122 GULF BREEZE FL 32561 SFD 8.625 8.359 $2,138.93 360 1-Nov-26 $273,996.30
4575126 CASTLE ROCK CO 80104 SFD 8.000 7.734 $1,992.18 360 1-Dec-26 $270,551.51
4575144 CHARLOTTE NC 28226 SFD 8.000 7.734 $2,058.21 360 1-Jan-27 $279,739.60
4575177 SCOTTSDALE AZ 85255 SFD 7.875 7.609 $1,812.68 360 1-Jan-27 $249,304.99
4575185 EVERGREEN CO 80439 SFD 7.625 7.359 $1,769.49 360 1-Jan-27 $249,269.27
4575206 MOORESVILLE NC 28115 SFD 7.625 7.359 $1,904.32 360 1-Jan-27 $268,162.34
4575477 CHICAGO IL 60626 THS 8.500 8.234 $1,687.39 360 1-Jan-27 $218,760.84
4575489 PLANTATION FL 33323 SFD 8.500 8.234 $2,098.36 360 1-Nov-26 $271,890.35
4575493 BALTIMORE MD 21212 SFD 8.375 8.109 $1,862.18 360 1-Jan-27 $244,384.46
4575503 BETHANY BEACH DE 19930 SFD 8.250 7.984 $2,404.06 360 1-Jan-27 $319,175.30
4576072 BETHEL CT 06801 SFD 7.875 7.609 $1,631.41 360 1-Feb-27 $224,532.40
4576075 BOWIE MD 20721 SFD 7.750 7.484 $1,683.57 360 1-Jan-27 $234,181.21
4576093 SAN JOSE CA 95124 SFD 8.000 7.734 $2,641.56 360 1-Feb-27 $359,270.48
4576109 BATON ROUGE LA 70808 SFD 7.750 7.484 $1,889.18 360 1-Jan-27 $262,746.99
4576373 DENVER CO 80220 PUD 7.750 7.484 $1,633.42 360 1-Jan-27 $227,339.60
4576465 SUWANEE GA 30174 SFD 7.750 7.484 $1,958.31 360 1-Jan-27 $272,570.80
4576596 SOUTHLAKE TX 76092 SFD 7.375 7.109 $1,519.49 360 1-Apr-27 $219,832.59
4577491 FORT LAUDERDALE FL 33326 SFD 8.000 7.734 $2,773.63 360 1-Feb-27 $377,233.04
4577866 DELAWARE OH 43015 SFD 7.625 7.359 $3,397.41 360 1-Apr-27 $479,652.59
4578483 ORLANDO FL 32817 SFD 8.500 8.234 $2,122.20 360 1-Feb-27 $275,494.84
4579804 ATLANTA GA 30327 SFD 8.250 7.984 $2,404.06 360 1-Feb-27 $319,383.60
4580142 JACKSONVILLE FL 32225 SFD 8.250 7.984 $3,437.04 360 1-Jan-27 $456,321.00
4580154 MIAMI FL 33016 SFD 8.250 7.984 $2,193.70 360 1-Feb-27 $291,437.55
4581345 PLACITAS NM 87043 SFD 7.875 7.609 $2,345.60 360 1-Feb-27 $322,827.72
4581348 HOFFMAN ESTATES IL 60192 SFD 8.375 8.109 $2,090.20 360 1-Jan-27 $274,309.10
4581370 PAWLING NY 12564 SFD 8.250 7.984 $4,563.94 360 1-Jan-27 $605,551.21
4581386 BETHESDA MD 20816 SFD 8.000 7.734 $1,887.24 360 1-Feb-27 $254,136.59
4581397 CASTROVILLE CA 95012 SFD 8.375 8.109 $2,189.01 360 1-Feb-27 $287,459.21
4581401 OLDSMAR FL 34677 SFD 7.750 7.484 $2,063.27 360 1-Feb-27 $286,881.39
4581416 DANVILLE CA 94526 SFD 8.625 8.359 $2,138.93 360 1-Feb-27 $274,509.39
4581448 SAN JOSE CA 95123 SFD 8.125 7.859 $1,692.90 360 1-Feb-27 $227,549.51
4581462 CORINTH TX 76201 SFD 8.125 7.859 $1,899.31 360 1-Feb-27 $254,454.15
4581463 FORT COLLINS CO 80521 SFD 7.750 7.484 $1,919.99 360 1-Feb-27 $266,621.09
4581801 OLMOS PARK TX 78212 SFD 8.000 7.734 $2,568.18 360 1-Feb-27 $349,290.75
4581891 EVANS GA 30809 SFD 8.000 7.734 $2,016.39 360 1-Jan-27 $274,055.03
4581897 DENTON TX 76205 SFD 8.000 7.734 $1,986.67 360 1-Jan-27 $270,016.02
4581901 GREENWICH CT 06831 SFD 8.500 8.234 $2,691.20 360 1-Feb-27 $349,359.38
4582222 SCOTTSDALE AZ 85262 SFD 7.625 7.359 $2,654.23 360 1-Jan-27 $373,903.94
4582228 LOS ANGELES CA 90024 HCO 8.125 7.859 $1,537.72 360 1-Feb-27 $206,535.45
4582240 THOUSAND OAKS CA 91360 SFD 7.750 7.484 $1,966.56 360 1-Jan-27 $273,632.45
4582255 ALPHARETTA GA 30202 SFD 8.500 8.234 $3,639.66 360 1-Feb-27 $472,483.60
4582281 AUBURN HILLS MI 48326 SFD 8.500 8.234 $1,719.60 360 1-May-27 $223,640.00
4582512 CHANTILLY VA 22021 SFD 7.250 6.984 $2,062.91 360 1-Feb-27 $301,687.98
4582828 FOGELSVILLE PA 18052 SFD 8.125 7.859 $1,749.32 360 1-Jan-27 $234,628.00
4584655 DUBLIN OH 43017 SFD 8.500 8.234 $3,075.66 360 1-May-27 $400,000.00
4585272 FRANKLIN VILLAGE MI 48025 SFD 8.375 8.109 $2,230.82 360 1-Apr-27 $293,317.57
4591161 LEXINGTON KY 40509 SFD 8.625 8.359 $1,721.64 360 1-May-27 $221,350.00
$25,070,501.67
</TABLE>
(i) (ii) (x) (xi) (xii) (xiii) (xiv) (xv)
--- ---- --- ---- ----- ------ ----- ----
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN INSURANCE SERVICE MORTGAGE SERVICE
NUMBER CITY LTV SUBSIDY CODE FEE LOAN FEE
------ ---- --- ------- ---- --- ---- ---
4544279 CAMARILLO 80.00 0.250 0.016
4544386 BETHESDA 68.97 0.250 0.016
4546018 LA CANADA FLINTRIDGE 40.65 0.250 0.016
4558954 NAPLES 79.99 0.250 0.016
4566632 SUCCASUNNA 82.80 12 0.250 0.016
4570136 OLD HICKORY 94.92 0.250 0.016
4571519 ROSWELL 85.77 0.250 0.016
4572127 CARMEL 79.68 0.250 0.016
4572252 CICERO 79.67 0.250 0.016
4572774 ARLINGTON 80.00 0.250 0.016
4572815 HIGHLANDS RANCH 90.00 06 0.250 0.016
4572828 HOBE SOUND 75.42 0.250 0.016
4572849 FISHERVILLE 74.11 0.250 0.016
4573844 CHARLOTTE 57.14 0.250 0.016
4573860 RANDOLPH 89.80 12 0.250 0.016
4573863 POWELL 95.00 01 0.250 0.016
4573900 SCOTTSDALE 90.00 12 0.250 0.016
4573917 WINTER PARK 82.60 12 0.250 0.016
4573922 PHOENIX 95.00 12 0.250 0.016
4573942 MIAMI 90.00 12 0.250 0.016
4573960 SHREWSBURY 70.28 0.250 0.016
4574014 CHARLOTTE 74.99 0.250 0.016
4574019 MARTINEZ 95.00 12 0.250 0.016
4574245 BOCA RATON 79.44 0.250 0.016
4574257 SAVANNAH 77.97 0.250 0.016
4574284 LOWER MAKESFIELD 89.97 12 0.250 0.016
TOWNSHIP
4574316 NORTH AUGUSTA 76.00 0.250 0.016
4574876 DARIEN 84.38 01 0.250 0.016
4574890 BOCA RATON 90.00 0.250 0.016
4574914 DELRAY 79.98 0.250 0.016
4574923 MT. OLIVE 90.00 12 0.250 0.016
4574927 LITTLE RIVER 92.39 0.250 0.016
4574934 JACKSONVILLE 94.95 12 0.250 0.016
4575098 VALLEY FORGE 80.00 0.250 0.016
4575100 SEMINOLE 79.99 0.250 0.016
4575107 CHAPEL HILL 80.00 0.250 0.016
4575120 ATLANTA 89.99 12 0.250 0.016
4575122 GULF BREEZE 84.62 12 0.250 0.016
4575126 CASTLE ROCK 64.64 0.250 0.016
4575144 CHARLOTTE 85.00 12 0.250 0.016
4575177 SCOTTSDALE 55.24 0.250 0.016
4575185 EVERGREEN 61.73 0.250 0.016
4575206 MOORESVILLE 95.00 0.250 0.016
4575477 CHICAGO 95.00 12 0.250 0.016
4575489 PLANTATION 89.94 12 0.250 0.016
4575493 BALTIMORE 63.64 0.250 0.016
4575503 BETHANY BEACH 80.00 0.250 0.016
4576072 BETHEL 77.59 0.250 0.016
4576075 BOWIE 88.35 12 0.250 0.016
4576093 SAN JOSE 80.00 0.250 0.016
4576109 BATON ROUGE 77.56 0.250 0.016
4576373 DENVER 91.20 12 0.250 0.016
4576465 SUWANEE 72.89 0.250 0.016
4576596 SOUTHLAKE 60.68 0.250 0.016
4577491 FORT LAUDERDALE 90.00 13 0.250 0.016
4577866 DELAWARE 80.00 0.250 0.016
4578483 ORLANDO 80.00 0.250 0.016
4579804 ATLANTA 80.00 0.250 0.016
4580142 JACKSONVILLE 72.05 0.250 0.016
4580154 MIAMI 80.00 0.250 0.016
4581345 PLACITAS 60.35 0.250 0.016
4581348 HOFFMAN ESTATES 76.39 0.250 0.016
4581370 PAWLING 75.00 0.250 0.016
4581386 BETHESDA 48.53 0.250 0.016
4581397 CASTROVILLE 90.00 0.250 0.016
4581401 OLDSMAR 80.00 0.250 0.016
4581416 DANVILLE 82.83 12 0.250 0.016
4581448 SAN JOSE 95.00 0.250 0.016
4581462 CORINTH 75.24 0.250 0.016
4581463 FORT COLLINS 80.00 0.250 0.016
4581801 OLMOS PARK 69.31 0.250 0.016
4581891 EVANS 74.67 0.250 0.016
4581897 DENTON 75.21 0.250 0.016
4581901 GREENWICH 40.23 0.250 0.016
4582222 SCOTTSDALE 88.79 12 0.250 0.016
4582228 LOS ANGELES 70.20 0.250 0.016
4582240 THOUSAND OAKS 90.00 0.250 0.016
4582255 ALPHARETTA 90.00 12 0.250 0.016
4582281 AUBURN HILLS 80.00 0.250 0.016
4582512 CHANTILLY 80.00 0.250 0.016
4582828 FOGELSVILLE 95.00 12 0.250 0.016
4584655 DUBLIN 88.89 01 0.250 0.016
4585272 FRANKLIN VILLAGE 67.55 0.250 0.016
4591161 LEXINGTON 94.81 17 0.250 0.016
COUNT: 84
WAC: 8.125210129
WAM: 353.5843783
WALTV: 78.87824924
NASCOR
NMI/1997-8 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (xvii) (xviii)
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
4544279 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4544386 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4546018 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4558954 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4566632 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4570136 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4571519 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4572127 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4572252 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4572774 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4572815 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4572828 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4572849 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4573844 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4573860 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4573863 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4573900 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4573917 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4573922 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4573942 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4573960 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574014 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574019 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574245 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574257 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574284 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574316 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574876 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574890 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574914 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574923 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574927 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4574934 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575098 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575100 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575107 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575120 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575122 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575126 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575144 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575177 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575185 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575206 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575477 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575489 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575493 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4575503 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4576072 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4576075 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4576093 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4576109 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4576373 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4576465 CIMARRON MORTGAGE COMPANY CIMARRON MORTGAGE COMPANY
4576596 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4577491 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4577866 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4578483 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4579804 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4580142 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4580154 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4581345 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581348 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581370 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581386 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581397 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581401 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581416 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581448 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581462 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581463 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581801 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581891 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581897 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581901 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4582222 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4582228 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4582240 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4582255 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4582281 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4582512 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4582828 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4584655 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4585272 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4591161 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
COUNT: 84
WAC: 8.125210129
WAM: 353.5843783
WALTV: 78.87824924
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
Custodian/Trust Administrator
Name: _____________________________
Address: _____________________________
_____________________________
Custodian/Trust Administrator
Mortgage File No.: _____________________________
Seller
Name: _____________________________
Address: _____________________________
_____________________________
Certificates: Mortgage Pass-Through Certificates,
Series 1997-8
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank of North Carolina, as Trust
Administrator for the Holders of Mortgage Pass-Through Certificates, Series
1997-8, 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 May 28, 1997 (the
"Pooling and Servicing Agreement") among the Trust Administrator, the Seller,
the Master Servicer and Firstar Trust Company, as Trustee.
() 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
Trust Administrator when the need therefor no longer exists, unless the
Mortgage Loan relating to the Documents has been liquidated and the
proceeds thereof have been remitted to the Certificate Account and
except as expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any
proceeds of proceeds, coming into the possession or control of the
Master Servicer shall at all times be earmarked for the account of the
Trust Administrator, on behalf of the Trustee, and the Master Servicer
shall keep the Documents and any proceeds separate and distinct from
all other property in the Master Servicer's possession, custody or
control.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
--------------------------
Title:
--------------------------
Date: ________________, 19__
<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 1997-8, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from taxation under the Code unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan 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 Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class A-R Certificate in excess of cash flows generated by
the Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to
any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a
Non-U.S. Person that holds the Class A-R Certificate in connection with the
conduct of a trade or business within the United States and has furnished the
transferor and the Trust Administrator with an effective Internal Revenue
Service Form 4224 or successor form at the time and in the manner required by
the Code or (iii) is a Non-U.S. Person that has delivered to both the transferor
and the Trust Administrator an opinion of a nationally recognized tax counsel to
the effect that the transfer of the Class A-R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Class A-R Certificate will not be disregarded for
federal income tax purposes. "Non-U.S. Person" means an individual, corporation,
partnership or other person other than a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, an
estate that is subject to U.S. federal income tax regardless of the source of
its income or a trust if (i) for taxable years beginning after December 31, 1996
(or after August 20, 1996, if the trustee has made an applicable election), a
court within the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust or (ii) for all
other taxable years, such trust is subject to U.S. federal income tax regardless
of the source of its income.
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By:
------------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this __ day of ________, 19 __.
- -----------------------------
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1997-8, Class A-R
Ladies and Gentlemen: [Transferor] has reviewed the attached affidavit
of [Transferee], and has no actual knowledge that such affidavit is not true and
has no reason to know that the information contained in paragraph 4 thereof is
not true.
Very truly yours,
[Transferor]
--------------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-8
CLASS [A-WIO][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 1997-8, Class
[A-WIO][B-3][B-4][B-5] Certificates (the "Class [A-WIO][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 May 28, 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"), First Union National Bank of North Carolina, as trust administrator
(the "Trust Administrator") and Firstar Trust Company, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-8.
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 Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which the Purchaser
is organized, is authorized to invest in the Class
[A-WIO][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][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][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][B-3][B-4][B-5] Certificates and can afford a complete
loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer"
within the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and
reviewed a copy of the Private Placement Memorandum dated
_____________, _______, relating to the Class [A-WIO][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][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][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][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][B-3][B-4][B-5] Certificates other than in connection
with a subsequent sale of Class [A-WIO][B-3][B-4][B-5] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan
or other retirement arrangement subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), or a governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law") which is, to
a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or
a person utilizing the assets of a Plan or (ii) [for Class
[B-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]
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 Trust Administrator 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 Trust Administrator, 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][B-3][B-4][B-5] Certificates is in compliance therewith.
Section 3. Transfer of Class [A-WIO][B-3][B-4][B-5] Certificates.
(a) The Purchaser understands that the Class
[A-WIO][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][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
Trust Administrator is under any obligation to register the Class
[A-WIO][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
Trust Administrator shall require, in order to assure compliance with
such laws, that the Certificateholder's prospective transferee certify
to NASCOR and the Trust Administrator as to the factual basis for the
registration or qualification exemption relied upon, and (ii) unless
the transferee is a "Qualified Institutional Buyer" within the meaning
of Rule 144A of the Act, the Trust Administrator or 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 Trust Administrator, the Master
Servicer or NASCOR. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the
Trust Administrator, the Master Servicer, any Paying Agent acting on
behalf of the Trust Administrator and 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][B-3][B-4][B-5] Certificate
shall be made unless the transferee provides NASCOR and the Trust
Administrator with a Transferee's Letter, substantially in the form of
this Agreement.
(c) The Purchaser acknowledges that its Class
[A-WIO][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 be 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 1997-8
CLASS [M] [B-1] [B-2] CERTIFICATES
TRANSFEREE'S LETTER
_________________ ___, _____
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1997-8,
Class [M] [B-1] [B-2] Certificates (the "Class [M] [B-1] [B-2] Certificates") in
the principal amount of $___________. In doing so, the Purchaser hereby
acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and
not otherwise defined herein shall have the meaning ascribed to it in the
Pooling and Servicing Agreement, dated as of May 28, 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"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator"), and Firstar Trust Company, as trustee
(the "Trustee") of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-8.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the NASCOR, the Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), or a governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law") which is, to
a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or
a person utilizing the assets of a Plan or (ii) if the Purchaser is an
insurance company, the source of funds used to purchase the Class [M]
[B-1] [B-2] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995) and
there is no Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer
(or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization, exceed 10% of the total of all reserves
and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition 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 Trust Administrator, 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 be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:
-----------------------------
Its: -----------------------------
[Reserved]
<PAGE>
EXHIBIT L
Norwest Mortgage, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
National City Mortgage Company Servicing Agreement
Cimarron Mortgage Corporation Servicing Agreement
Suntrust Mortgage, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
The Huntington Mortgage Company 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 1997-8,
Class ____ (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of May 28, 1997 among
Norwest Asset Securities Corporation, as Seller ("NASCOR"), Norwest Bank
Minnesota, National Association, as Master Servicer, First Union National Bank
of North Carolina, as Trust Administrator and Firstar Trust Company, 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) be 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 (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 1997-8. 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>
