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: July 30, 1997
(Date of earliest event reported)
Commission File No. 333-2209
Norwest Asset Securities Corporation
- --------------------------------------------------------------------------------
Delaware 52-1972128
- --------------------------------------- -------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way, Frederick, Maryland 21703
- ------------------------------------------------------ ----------------------
Address of principal executive offices (Zip Code)
(301) 846-8881
- --------------------------------------------------------------------------------
Registrant's Telephone Number, including area code
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. Other Events
On July 30, 1997, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1997-10, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-R, Class
A-LR, Class M, Class B-1 and Class B-2 (the "Offered Certificates"), having an
aggregate original principal balance of $371,902,948.00. The Offered
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of July 30, 1997, among the Registrant, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer" or "Norwest Bank"), First
Union National Bank as trust administrator, and Firstar Trust Company, as
trustee (the "Agreement"), a copy of which is filed as an exhibit hereto.
Mortgage Pass-Through Certificates, Series 1997-10, Class A-1, Class B-3, Class
B-4 and Class B-5, having an aggregate initial principal balance of
$78,013,530.10 (the "Private Certificates" and, together with the Offered
Certificates, the "Certificates"), were also issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 82.66% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
which may include loans secured by shares issued by cooperative housing
corporations. The remaining undivided interests in the Trust Estate are
evidenced by the Private Certificates, distributions on which (other than with
respect to the Class A-1 Certificates) are subordinated to distributions on the
Offered Certificates.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for
federal income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). The Class A-1 PAC Component, Class A-1 Scheduled Accrual
Component, Class A-1 PO A Component, Class A-1 PO B Component and Class A-1 IO
Component, the Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class M,
Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates will be
treated as "regular interests" in the Upper-Tier REMIC and the Class A-R and
Class A-LR Certificate will be treated as the "residual interests" in the
Upper-Tier REMIC and Lower-Tier REMIC, respectively.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
- ----------- -----------
(EX-4) Pooling and Servicing Agreement, dated as of July
30, 1997, among Norwest Asset Securities
Corporation, Norwest Bank Minnesota, National
Association, First Union National Bank, as trust
administrator and Firstar Trust Company, as
trustee.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
July 30, 1997
------------------------------------
Alan McKenney
Assistant Vice President
<PAGE>
INDEX TO EXHIBITS
-----------------
Paper (P) or
Exhibit No. Description Electronic (E)
- ----------- ----------- --------------
(EX-4) Pooling and Servicing E
Agreement, dated as of July 30, 1997
among Norwest Asset Securities
Corporation, Norwest Bank Minnesota,
National Association, First Union
National Bank, as trust administrator,
and Firstar Trust Company, as trustee.
<PAGE>
- --------------------------------------------------------------------------------
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRSTAR TRUST COMPANY
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of July 30, 1997
$449,916,478.10
Mortgage Pass-Through Certificates
Series 1997-10
- --------------------------------------------------------------------------------
<PAGE>
This Pooling and Servicing Agreement, dated as of July 30, 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, 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.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and the Class M
Certificates or any Class B Subclass, the greater of (A) zero and (B) (i) the
principal balance of such Class or Subclass with respect to such Distribution
Date minus (ii) the Adjustment Amount for such Distribution Date less, with
respect to the Class M Certificates, the Class B Principal Balance or, with
respect to any Class B Subclass, the Class B Subclass Principal Balances for any
Class B Subclasses with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance, Class M Principal Balance and Class B
Principal Balance as of the related Determination Date and (B) the sum of (i)
the sum of the Class A Principal Balance, Class M Principal Balance and Class B
Principal Balance as of the Determination Date succeeding such Distribution
Date, (ii) the principal portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Certificates with respect
to such Distribution Date and (iii) the aggregate amount that would have been
distributed to all Classes as principal in accordance with Section 4.01(a)(i)
for such Distribution Date without regard to the provisos in the definitions of
Class M Optimal Principal Amount, Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount and Class B-5 Optimal Principal Amount.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the 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-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 or Class A-12 Certificates, beneficial ownership and transfers of
which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota, 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-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-R
Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class A Certificates pursuant to
Paragraphs first, second, third and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Class A Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the sum of (i) the Class A Subclass Principal Balances of the Class A
Certificates (other than the Class A-1 and Class A-5 Certificates), (ii) the
Component Principal Balances of the Class A-1 PAC Component and Class A-1 PO B
Component, (iii) the lesser of the Component Principal Balance of the Class A-1
Scheduled Accrual Component and the Original Component Principal Balance of the
Class A-1 Scheduled Accrual Component and (iv) the lesser of the Class A
Subclass Principal Balance of the Class A-5 Certificates and the Original Class
A Subclass Principal Balance of the Class A-5 Certificates.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the sum
of the Class A Subclass Unpaid Interest Shortfalls for each Class A Subclass and
(iii) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by 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)(i).
Class A Non-PO Principal Balance: As of any date, an amount equal to the
Class A Principal Balance less the Component Principal Balance of the Class A-1
PO A Component.
Class A Non-PO Principal Distribution Amount: As to any Distribution Date,
the sum of (i) the Class A-1 Scheduled Accrual Component Distribution Amount, if
any, with respect to such Distribution Date, (ii) the Class A-5 Accrual
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 July 2002, 100%. As to any Distribution Date subsequent
to July 2002 to and including the Distribution Date in July 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 July
2003 to and including the Distribution Date in July 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 July 2004 to and
including the Distribution Date in July 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 July 2005 to and
including the Distribution Date in July 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 July 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 July 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 August 2002 and July 2003, (2)
35% of the Original Subordinated Principal Balance if such Distribution Date
occurs between and including August 2003 and July 2004, (3) 40% of the Original
Subordinated Principal Balance if such Distribution Date occurs between and
including August 2004 and July 2005, (4) 45% of the Original Subordinated
Principal Balance if such Distribution Date occurs between and including August
2005 and July 2006, and (5) 50% of the Original Subordinated Principal Balance
if such Distribution Date occurs during or after August 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-12 Certificates, Class A-R
Certificate and Class A-LR Certificate.
Class A Subclass: Any of the Subclasses of Class A Certificates consisting
of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class
A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13
Certificates, Class A-R Certificate and Class A-LR Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and any
Class A Subclass (other than the Class A-1 and Class A-5 Certificates), the
amount distributable to such Class A Subclass pursuant to Paragraphs first,
second and third clause (A) of Section 4.01(a)(i). As to the Class A-1
Certificates, the sum of (a) the amount distributable to the Class A-1
Certificates with respect to the Class A-1 PAC Component pursuant to Paragraphs
first, second and third clause (A) of Section 4.01(a)(i); (b)(i) as to any
Distribution Date prior to the Class A-1 Scheduled Accrual Component Accretion
Termination Date, the amount distributable to the Class A-1 Certificates with
respect to the Class A-1 Scheduled Accrual Component pursuant to the provisos in
Paragraph first and second of Section 4.01(a)(i) and Paragraph third clause (A)
of Section 4.01(a)(i), and (ii) as to any Distribution Date on or after the
Class A-1 Scheduled Accrual Component Accretion Termination Date, the amount
distributable to the Class A-1 Certificates with respect to the Class A-1
Scheduled Accrual Component pursuant to Paragraphs first, second and third
clause (A) of Section 4.01(a)(i); (c) the amount distributable to the Class A-1
Certificates with respect to the Class A-1 IO Component pursuant to Paragraphs
first and second of Section 4.01(a)(i), (d) the amount distributable to the
Class A-1 Certificates with respect to the Class A-1 PO A Component pursuant to
Paragraphs third clause (B) and fourth of Section 4.01(a)(i) and (e) the amount
distributable to the Class A-1 Certificates with respect to the Class A-1 PO B
Component pursuant to Paragraph third clause (A) of Section 4.01(a)(i). As to
the Class A-5 Certificates, (a) as to any Distribution Date prior to the Class
A-5 Accretion Termination Date, the amount distributable to the Class A-5
Certificates pursuant to the provisos in Paragraphs first and second of Section
4.01(a)(i) and Paragraph third clause (A) of Section 4.01(a)(i) and (b) as to
any Distribution Date on or after the Class A-5 Accretion Termination Date, the
amount distributable to the Class A-5 Certificates pursuant to Paragraphs first,
second and third clause (A) of Section 4.01(a)(i).
Class A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class A Subclass (other than the Class A-1, Class A-10, Class A-11 and Class
A-13 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-1 Certificates, the sum of the Component Interest Accrual Amounts
for the Class A-1 PAC Component, the Class A-1 IO Component and the Class A-1
Scheduled Accrual Component. As to any Distribution Date and the Class A-10
Certificates, the Class A-10 Interest Accrual Amount. As to any Distribution
Date and the Class A-11 Certificates, the Class A-11 Interest Accrual Amount. As
to any Distribution Date and the Class A-13 Certificates, the Class A-13
Interest Accrual Amount.
Class A Subclass Interest Percentage: As to any Distribution Date and any
Class A Subclass (other than the Class A-1 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)(i) including (i) in the case of the Class A-1 Certificates with respect
to the Class A-1 Scheduled Accrual Component prior to the Class A-1 Scheduled
Accrual Component Accretion Termination Date, the amount included in the Class
A-1 Scheduled Accrual Component Distribution Amount pursuant to clause (i) of
the definition thereof and (ii) in the case of the Class A-5 Certificates prior
to the Class A-5 Accretion Termination Date, the amount included in the Class
A-5 Accrual Distribution Amount pursuant to clause (i) of the definition
thereof.
Class A Subclass Interest Shortfall Percentage: As to any Distribution Date
and Class A Subclass, the percentage calculated by dividing the Class A Subclass
Unpaid Interest Shortfall for such Class A Subclass by the Class A Unpaid
Interest Shortfall, in each case determined as of the Business Day preceding the
applicable Distribution Date.
Class A Subclass Loss Percentage: As to any Determination Date and any
Subclass of Class A Certificates (other than the Class A-1, Class A-9, Class
A-10, Class A-11 and Class A-13 Certificates) then outstanding, the percentage
calculated by dividing the Class A Subclass Principal Balance of such Subclass
(or, in the case of the Class A-5 Certificates, the Original Class A Subclass
Principal Balance of such Subclass, if lower) 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-1 and Class A-9 Certificates) or
Component Principal Balance of the Class A-1 PAC Component, Class A-1 PO B
Component, Class A-1 Scheduled Accrual Component or Class A-9 Component not then
outstanding), in each case determined as of the preceding Determination Date.
Class A Subclass Pass-Through Rate: As to the Class A-11, Class A-12, Class
A-R and Class A-LR Certificates, the Class A Fixed Pass-Through Rate. The Class
A-1 Certificates have no Class A Subclass Pass-Through Rate. As to the Class A-2
Certificates, 6.500% per annum. As to the Class A-3 and Class A-8 Certificates,
7.250% per annum. As to the Class A-4 and Class A-7 Certificates, 7.00% per
annum. As to the Class A-5 Certificates, 7.650% per annum. As to the Class A-6
Certificates, 6.750% per annum. As to the Class A-9, Class A-10 and Class A-13
Certificates, the Class A-9 Pass-Through Rate, Class A-10 Pass-Through Rate and
Class A-13 Pass-Through Rate, respectively.
Class A Subclass Principal Balance: As of the first Determination Date and
as to any Class A Subclass (other than the Class A-1, Class A-9, Class A-10,
Class A-11 and Class A-13 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-1,
Class A-9, Class A-10, Class A-11 and Class A-13 Certificates), the Original
Class A Subclass Principal Balance of such Class A Subclass (increased in the
case of the Class A-5 Certificates by the Class A-5 Principal Accretion Amount
with respect to prior Distribution Dates) less the sum of (a) all amounts
previously distributed in respect of such Class A Subclass on prior Distribution
Dates (A) pursuant to Paragraph third clause (A) of Section 4.01(a)(i) (B) as a
result of a Principal Adjustment, (C), if applicable, from the Class A-1
Scheduled Accrual Component Distribution Amounts for such prior Distribution
Dates and (D), if applicable, from the Class A-5 Accrual Distribution Amounts
for such prior Distribution Dates and (b) the Realized Losses allocated through
such Determination Date to such Class A Subclass pursuant to Section 4.02(b).
After the Cross-Over Date, each such Class A Subclass Principal Balance will
also be reduced on each Determination Date by an amount equal to the product of
the Class A Subclass Loss Percentage of such Class A Subclass and the excess, if
any, of (i) the Class A Non-PO Principal Balance as of such Determination Date
without regard to this sentence over (ii) the difference between (A) the
Adjusted Pool Amount for the preceding Distribution Date and (B) the Adjusted
Pool Amount (PO Portion) for the preceding Distribution Date. As to the Class
A-1 Certificates, the sum of the Component Principal Balances of the Class A-1
PAC Component, Class A-1 PO A Component, Class A-1 PO B Component and Class A-1
Scheduled Accrual Component. As to the Class A-9 Certificates, the sum of the
Component Principal Balances of the Class A-9 Components. The Class A-10, Class
A-11 and Class A-13 Certificates will not have Class A Subclass Principal
Balances.
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-1 Certificates with respect
to the Class A-1 Scheduled Accrual Component prior to the Class A-1 Scheduled
Accrual Component Accretion Termination Date, the amount included in the Class
A-1 Scheduled Accrual Component Distribution Amount pursuant to clause (ii) of
the definition thereof and (b) in the case of the Class A-5 Certificates prior
to the Class A-5 Accretion Termination Date, the amount included in the Class
A-5 Accrual Distribution Amount pursuant to clause (ii) of the definition
thereof) on prior Distribution Dates pursuant to Paragraph second of Section
4.01(a)(i).
Class A Unpaid Interest Shortfall: As to any Distribution Date, an amount
equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for all the
Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by the 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-1 Component: Any of the Class A-1 PAC Component, Class A-1 PO A
Component, Class A-1 PO B Component, Class A-1 IO Component or Class A-1
Scheduled Accrual Component.
Class A-1 IO Component Interest Accrual Amount: As to any Distribution
Date, (i) the product of (A) 1/12th of the Component Rate for such Component and
(B) the Class A-1 IO Component Notional Amount as of 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, (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A Certificates 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-1 IO Component Notional Amount: As to any Distribution Date, the
product of (i) 64.00% and (ii) the aggregate Scheduled Principal Balance of the
Premium Mortgage Loans as of such Distribution Date.
Class A-1 PO A Component Deferred Amount: For any Distribution Date prior
to the Cross-Over Date, the difference between (A) the sum of (i) the amount by
which the sum of the Class A-1 PO A Component Optimal Principal Amounts for all
prior Distribution Dates exceeded the amounts distributed on the Class A-1
Certificates with respect to the Class A-1 PO A Component on such prior
Distribution Dates pursuant to Paragraph third clause (B) of Section 4.01(a)(i)
and (ii) 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-1 Certificates with respect to the
Class A-1 PO A Component on prior Distribution Dates pursuant to Paragraph
fourth of Section 4.01(a)(i). On and after the Cross-Over Date, the Class A-1 PO
A Component Deferred Amount will be zero. No interest will accrue on any Class
A-1 PO A Component Deferred Amount.
Class A-1 PO A Component 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-1 PO A Component Principal Balance: As of the first Determination
Date, the Original Component Principal Balance of the Class A-1 PO A Component.
As of any subsequent Determination Date prior to the Cross-Over Date, the
Original Component Principal Balance of the Class A-1 PO A Component less the
sum of (a) all amounts previously distributed in respect of the Class A-1 PO A
Component on prior Distribution Dates pursuant to Paragraphs third clause (B)
and fourth of Section 4.01(a)(i) and (b) the Realized Losses allocated through
such Determination Date to the Class A-1 PO A Component pursuant to Section
4.02(b). On or after the Cross-Over Date, the Class A-1 PO A Component Principal
Balance will also be reduced on each Determination Date by an amount equal to
the difference, if any, between the Class A-1 PO A Component Principal Balance
as of such Determination Date and the Adjusted Pool Amount (PO Portion) as of
the preceding Distribution Date.
Class A-1 Scheduled Accrual 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-3 Certificates and the
Component Principal Balance of the Class A-9 Scheduled Component have been
reduced to zero or (ii) the Cross-Over Date.
Class A-1 Scheduled Accrual Component Distribution Amount: As to any
Distribution Date prior to the Class A-1 Scheduled Accrual Component Accretion
Termination Date, an amount equal to the sum of (i) the Component Interest
Percentage of the Class A-1 Scheduled Accrual Component of the Current Class A
Interest Distribution Amount and (ii) the Component Shortfall Percentage of the
Class A-1 Scheduled Accrual Component of the amount distributed in respect of
the Class A-1 Certificates pursuant to Paragraph second of Section 4.01(a)(i) on
such Distribution Date. As to any Distribution Date on or after the Class A-1
Scheduled Accrual Component Accretion Termination Date, zero.
Class A-1 Scheduled Accrual Component Loss Percentage: As to any
Determination Date, the percentage calculated by dividing (i) the lesser of the
Component Principal Balance of such Component and the Original Component
Principal Balance of such Component by (ii) 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-1 Certificates) or Component Principal
Balance of the Class A-1 PAC Component, Class A-1 PO B Component, Class A-1
Scheduled Accrual Component or Class A-9 Component not then outstanding), in
each case determined as of the preceding Determination Date.
Class A-1 Scheduled Accrual Component Principal Accretion Amount: As to any
Distribution Date prior to the Class A-1 Scheduled Accrual 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-1 Scheduled Accrual
Component Distribution Amount with respect to such Distribution Date.
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:
Class A-4 Prepayment
Distribution Date Occurring In Shift Percentage
- ------------------------------ ----------------
August 1997 through July 2002................... 0%
August 2002 through July 2003................... 30%
August 2003 through July 2004................... 40%
August 2004 through July 2005................... 60%
August 2005 through July 2006................... 80%
August 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 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-3 Certificates, the Component Principal Balance of the
Class A-9 Scheduled Component and the Component Principal Balance of the Class
A-1 Scheduled Accrual Component have been reduced to zero or (ii) the Cross-Over
Date.
Class A-5 Accrual Distribution Amount: As to any Distribution Date prior to
the Class A-5 Accretion Termination Date, an amount equal to the sum of (i) the
Class A Subclass Interest Percentage of the Class A-5 Certificates of the
Current Class A Interest Distribution Amount and (ii) the Class A Subclass
Interest Shortfall Percentage of the Class A-5 Certificates of the amount
distributed in respect of the Class A Subclasses pursuant to Paragraph second of
Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or
after the Class A-5 Accretion Termination Date, zero.
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-5 Principal Accretion Amount: As to any Distribution Date prior to
the Accretion Termination Date, an amount equal to the sum of the amounts
calculated pursuant to clauses (i) and (ii) of the definition of Class A-5
Accrual Distribution Amount with respect to such Distribution Date.
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-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-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-9 Component: Any of the Class A-9 PAC A Component, Class A-9 PAC B
Component, Class A-9 PAC C Component, Class A-9 PAC D Component or Class A-9
Scheduled Component.
Class A-9 Pass-Through Rate: With respect to the Distribution Date
occurring in August 1997, 6.1375% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trust Administrator on
the Rate Determination Date occurring in the month preceding the month in which
such Distribution Date occurs in the manner specified in Section 4.07 hereof,
equal to the lesser of (i) 0.45% plus LIBOR and (ii) 9.00%.
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-10 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class A-10 Pass-Through Rate and (B) the Class A-10
Notional Amount as of such Distribution Date minus (ii) the Class A Subclass
Interest Percentage of the Class A-10 Certificates of (x) any Non-Supported
Interest Shortfall allocated to the Class A Certificates, (y) the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to the Class A Certificates and (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-10 Notional Amount: As to any Distribution Date, an amount equal to
the Class A Subclass Principal Balance of the Class A-9 Certificates.
Class A-10 Pass-Through Rate: With respect to the Distribution Date
occurring in August 1997, 2.8625% per annum. With respect to each succeeding
Distribution Date, a per annum rate, subject to a minimum rate of 0.00% and a
maximum rate of 8.55% determined by the Trust Administrator on the Rate
Determination Date occurring in the month preceding the month in which such
Distribution Date occurs in the manner specified in Section 4.07 hereof, equal
to 8.55% minus LIBOR.
Class A-11 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 and Exhibit D hereto.
Class A-11 Certificateholder: The registered holder of a Class
A-11 Certificate.
Class A-11 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class A-11 Pass-Through Rate and (B) the Class A-11
Notional Amount as of such Distribution Date minus (ii) the Class A Subclass
Interest Percentage of the Class A-11 Certificates of (x) any Non-Supported
Interest Shortfall allocated to the Class A Certificates, (y) the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to the Class A Certificates and (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-11 Notional Amount: As to any Distribution Date, the Class A-11
Notional Amount will be equal to the product of (i) 8.1967213115% and (ii) the
Class A Subclass Principal Balance of the Class A-4 Certificates.
Class A-12 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-12 and Exhibit D hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class A-12 Percentage: The Class A Subclass Principal Balance of the Class
A-12 Certificates divided by the Pool Balance (Non-PO Portion).
Class A-12 Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Class A-12 Prepayment
Distribution Date Occurring In Shift Percentage
- ------------------------------ ----------------
August 1997 through July 2002................... 0%
August 2002 through July 2003................... 30%
August 2003 through July 2004................... 40%
August 2004 through July 2005................... 60%
August 2005 through July 2006................... 80%
August 2006 and thereafter...................... 100%
Class A-12 Priority Amount: For any Distribution Date, the lesser of (i)
the Class A Subclass Principal Balance of the Class A-12 Certificates and (ii)
the sum of (A) the product of (1) the Class A-12 Percentage and (2) the
Scheduled Principal Amount and (B) the product of (1) the Class A-12 Percentage,
(2) the Class A-12 Prepayment Shift Percentage, and (3) the Unscheduled
Principal Amount.
Class A-13 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-13 and Exhibit D hereto.
Class A-13 Certificateholder: The registered holder of a Class A-13
Certificate.
Class A-13 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (a) 1/12th of the Class A-13 Pass-Through Rate and (b) the Class A-13
Notional Amount as of the Determination Date preceding such Distribution Date
minus (ii) the Class A Subclass Interest Percentage of the Class A-13
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-13 Notional Amount: As to any Distribution Date, the product of (i)
36.00% and (ii) the aggregate Scheduled Principal Balance of the Premium
Mortgage Loans as of such Distribution Date.
Class A-13 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 7.625%
Class AIO-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L7 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L8 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L9 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L12 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trust Administrator
and authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-LR and Exhibit D hereto.
Class A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LPO A Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LPO B Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-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 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, 7.625% 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)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the 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)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class M
Principal Balance as of such Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by the 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)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the 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)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-2 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance the
Class M Principal Balance and the Class B-1 Principal Balance as of such
Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the 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)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the 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)(i) 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)(i).
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)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the 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)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance and the Class B-3 Principal Balance as of such Determination
Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any 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)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the 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)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-5 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the sum of the Class A
Principal Balance, the Class M Principal Balance, the Class B-1 Principal
Balance, the Class B-2 Principal Balance, the Class B-3 Principal Balance and
the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class M Certificate: Any one of the Certificates executed by the 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)(i).
Class M Interest Accrual Amount: As to any Distribution Date, an amount
equal to (i) the product of 1/12th of the Class M Pass-Through Rate and the
Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M Certificates with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).
Class M Interest Shortfall Amount: As to any Distribution Date, any amount
by which the Class M Interest Accrual Amount with respect to such Distribution
Date exceeds the amount distributed in respect of the Class M Certificates on
such Distribution Date pursuant to Paragraph fifth of Section 4.01(a)(i).
Class M Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class M Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class M Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class M Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class M Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the 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, 7.625% per annum.
Class M Percentage: As to any Distribution Date, the percentage calculated
by multiplying the Subordinated Percentage by either (a) if any Class B
Certificates are eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Prepayment Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (a)
if any Class B Certificates are eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Principal Balance: As to the first Determination Date, the Original
Class M Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class M Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class M Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class M Certificates pursuant to Section
4.02(b) and (ii) the Adjusted Pool Amount as of the preceding Distribution Date
less the Class A Principal Balance as of such Determination Date.
Class M Unpaid Interest Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class M Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class M Certificates on prior Distribution Dates pursuant to Paragraph sixth
of Section 4.01(a)(i).
Class M-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.25.
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: Any one of the Class A-1 Components or Class A-9
Components.
Component Interest Accrual Amount: As to any Distribution Date and the
Class A-1 PAC Component and Class A-1 Scheduled Accrual 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). As to the Class A-1 IO
Component, the Class A-1 IO Component Interest Accrual Amount. The Class A-1 PO
A Component and Class A-1 PO B Component will not have Component Interest
Accrual Amounts.
Component Interest Percentage: As to any Distribution Date and Class A-1
Component (other than the Class A-1 PO A Component and the Class A-1 PO B
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-1 Certificates) and each Component
Interest Accrual Amount).
Component Interest Shortfall Amount: As to any Distribution Date and Class
A-1 Component (other than the Class A-1 PO A Component and Class A-1 PO B
Component), the product of (a) the Class A Subclass Interest Shortfall Amount of
the Class A-1 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-1 Certificates.
Component Interest Shortfall Distribution: As to any Distribution Date and
Class A-1 Component (other than the Class A-1 PO A Component and Class A-1 PO B
Component), the product of (i) the amount that would be distributable in respect
of the Class A-1 Certificates with respect to such Distribution Date pursuant to
Paragraph second of Section 4.01(a)(i) 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-1
PAC Component, Class A-1 PO B Component and Class A-9 Components, the percentage
calculated by dividing (i) the Component Principal Balance of such Component by
(ii) 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-1
Certificates) or Component Principal Balance of the Class A-1 PAC Component,
Class A-1 PO A Component, Class A-1 PO B Component, Class A-1 Scheduled Accrual
Component or Class A-9 Component not then outstanding), in each case determined
as of the preceding Determination Date. As to the Class A-1 Scheduled Accrual
Component, the Class A-1 Scheduled Accrual Component Loss Percentage.
Component Principal Balance: As of the first Determination Date and as to
any Component (other than the Class A-1 IO Component and the Class A-1 PO A
Component), the Original Component Principal Balance. As of any subsequent
Determination Date and as to any Component (other than the Class A-1 IO
Component and the Class A-1 PO A Component) prior to the Cross-Over Date, the
Original Component Principal Balance (increased in the case of the Class A-1
Scheduled Accrual Component by the Class A-1 Scheduled Accrual 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)(i), (B) as a result of a Principal Adjustment and (C) from the Class A-1
Scheduled Accrual Component Distribution Amounts and Class A-5 Accrual
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. As to the Class A-1 PO A
Component, the Class A-1 PO A Component Principal Balance. The Class A-1 IO
Component has no Component Principal Balance.
Component Rate: As to any Distribution Date and for each of the Class A-1
PAC Component and the Scheduled Accrual Component, 7.650% per annum. As to any
Distribution Date and for the Class A-1 IO Component, a per annum rate equal to
the Weighted Average Net Mortgage Interest Rate of the Premium Mortgage Loans
minus 7.625%.
Component Shortfall Percentage: As to any Distribution Date and Class A-1
Component (other than the Class A-1 PO A Component and Class A-1 PO B
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-1 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-1 Component (other than the Class A-1 PO A Component and Class A-1 PO B
Component), (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.
Corresponding Upper-Tier Class or Component: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class,
Classes, Component or Components, as follows:
Corresponding Upper-Tier
Uncertificated Lower-Tier Interest Class or Component
---------------------------------- -------------------------------------
Class A-L1 Interest Class A-1 Scheduled Accrual Component
Class A-L2 Interest Class A-2 Certificates
Class A-L3 Interest Class A-3 Certificates and Class A-8
Certificates
Class A-L4 Interest Class A-4 Certificates and Class A-11
Certificates
Class A-L5 Interest Class A-5 Certificates
Class A-L6 Interest Class A-6 Certificates
Class A-L7 Interest Class A-7 Certificates
Class A-L8 Interest Class A-1 PAC Component
Class A-L9 Interest Class A-9 and Class A-10 Certificates
Class A-L12 Interest Class A-12 Certificates
Class A-LPO A Interest Class A-1 PO A Component
Class A-LPO B Interest Class A-1 PO B Component
Class AIO-L Interest Class A-1 IO Component and Class A-13
Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class M-L Interest Class M Certificates
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class A Subclasses pursuant to
Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class B Certificates pursuant to
Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-4 and Class
B-5 Certificates by the sum of the Class A Non-PO Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Subclass Principal Balance of the Class B-5 Certificates by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-4 Fractional Interest.
Current Class M Fractional Interest: As to any Distribution Date subsequent
to the first Distribution Date, the percentage obtained by dividing the Class B
Principal Balance by the sum of the Class A Non-PO Principal Balance, the Class
M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class M Fractional Interest.
Current Class M Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class M Certificates pursuant to
Paragraph fifth of Section 4.01(a)(i) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the 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.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
(other than the Class A-10, Class A-11 and Class A-13 Certificates) representing
the principal portion of the Cut-Off Date Aggregate Principal Balance evidenced
by such Certificate. As to the Class A-10 and Class A-11 Certificates, the
amount specified on the face of such Certificate representing the portion of the
Original Class A-10 Notional Amount or Original Class A-11 Notional Amount, as
the case may be, evidenced by such Certificate. As to the Class A-13
Certificates, the Percentage Interest specified on the face of each Class A-13
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 7.625%.
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 two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) 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: Fannie Mae 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 $8,998,329.56 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
LIBOR: As to any Distribution Date, the arithmetic mean of the London
Interbank offered rate quotations for one-month Eurodollar deposits, as
determined by the Trust Administrator on the related Rate Determination Date in
accordance with Section 4.07.
LIBOR Based Interest Accrual Period: The one month period commencing on the
25th day of each month and ending on the 24th day of the following month.
LIBOR Business Day: Any Business Day on which banks are open for dealing in
foreign currency and exchange in London, England and the City of New York.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or 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.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust Estate,
the assets of which consist of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account, the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
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 11.30.
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 11.29 with respect to
such Mortgage Loan and (b) the Master Servicing Fee Rate, as set forth in
Section 11.30 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 7.625%.
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(g).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities, listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1 and Exhibit F-2 Mortgage Loans initially by Norwest
Mortgage.
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-1 and Class A-9 Certificates) or
Component Principal Balance would be subject to further reduction as a result of
the third sentences of the definition of Class A Subclass Principal Balance,
Component Principal Balance or Class A-1 PO A Component Principal Balance, as
applicable, or (b) with respect to any Class B Subclass, the Class M Principal
Balance or the Class B Subclass Principal Balance of a Class B Subclass with a
lower numerical designation would be reduced with respect to such Distribution
Date as a result of the application of clause (ii) of the definition of Class M
Principal Balance, Class B-1 Principal Balance, Class B-2 Principal Balance,
Class B-3 Principal Balance, Class B-4 Principal Balance or Class B-5 Principal
Balance.
Original Class A Percentage: The Class A Percentage as of the Cut-Off Date,
as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the (i) Original
Class A Subclass Principal Balances of the Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-12, Class A-R and Class A-LR
Certificates and (ii) the Original Component Principal Balances of the Class A-1
Components (other than the Class A-1 PO A Component) and the Class A-9
Components, as set forth in Section 11.05.
Original Class A Subclass Principal Balance: Any of the Original Class A
Subclass Principal Balances as set forth in Section 11.05.
Original Class A-10 Notional Amount: The Original Class A-10 Notional
Amount, as set forth in Section 11.07.
Original Class A-11 Notional Amount: The Original Class A-11 Notional
Amount, as set forth in Section 11.08.
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 11.19.
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 11.21.
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
11.22.
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 11.23.
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 11.24.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.14.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.15.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.16.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.17.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.18.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
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 11.13.
Original Class M Percentage: The Class M Percentage as of the Cut-Off Date,
as set forth in Section 11.11.
Original Class M Principal Balance: The Class M Principal Balance as of the
Cut-Off Date, as set forth in Section 11.12.
Original Component Principal Balance: Any of the Original Component
Principal Balances, as set forth in Section 11.09.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
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: The Class A-2 Certificates, Class A-6 Certificates, Class
A-7 Certificates or Class A-8 Certificates.
PAC Components: The Class A-1 PAC Component, Class A-9 PAC A Component,
Class A-9 PAC B Component, Class A-9 PAC C Component and Class A-9 PAC D
Component.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the 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 the
Class A-10, Class A-11 or Class A-13 Certificate), the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class A
Subclass. With respect to a Class A-10 Certificate, the undivided percentage
interest obtained by dividing the Original Class A-10 Notional Amount evidenced
by such Certificate by the aggregate Original Class A-10 Notional Amount. With
respect to a Class A-11 Certificate, the undivided percentage interest obtained
by dividing the Original Class A-11 Notional Amount evidenced by such
Certificate by the aggregate Original Class A-11 Notional Amount. With respect
to a Class A-13 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 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
7.625% 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.
Rate Determination Date: As to any Distribution Date, the second LIBOR
Business Day preceding the Distribution Date in the month preceding the month in
which such Distribution Date occurs.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class M Certificates are
DCR and Moody's. 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 D-1+ in the case of DCR, P-1 in the case of Moody's and in the case
of any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA in the case of DCR, Aaa in the case of Moody's, and in the case of any other
Rating Agency shall mean its equivalent of such rating without any plus or
minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
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.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or, with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled Certificates: The Class A-3 Certificates.
Scheduled Components: The Class A-1 Scheduled Accrual Component and the
Class A-9 Scheduled Component.
Scheduled Amount: As defined in Section 4.01(b).
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-1
PO A Component Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Cimmarron Mortgage Corporation, Citicorp Mortgage, Inc.,
Countrywide Home Loans, Inc., First Union Mortgage Corporation, HomeSide
Lending, The Huntington Mortgage Company, National City Mortgage Company,
Norwest Mortgage Inc. and SunTrust Mortgage Inc. as Servicer under the related
Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.29.
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 11.28.
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
$4,499,164.78 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-11, Class A-12, Class
A-13, Class A-R and Class A-LR and each subdivision of the Class B Certificates,
denominated respectively as Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Administrator: First Union National Bank, 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.
Uncertificated Lower-Tier Interests: Any of the Class A-L1, Class A-L2,
Class A-L3, Class A-L4, Class A-L5, Class A-L6, Class A-L7, Class A-L8, Class
A-L9, Class A-L12, Class A-LUR, Class M-L, Class B-L1, Class B-L2, Class B-L3,
Class B-L4 and Class B-L5 Interests.
Unpaid Interest Shortfalls: Each of the Class A Subclass Unpaid Interest
Shortfalls, the Class M Unpaid Interest Shortfall, the Class B-1 Unpaid Interest
Shortfall, the Class B-2 Unpaid Interest Shortfall, the Class B-3 Unpaid
Interest Shortfall, the Class B-4 Unpaid Interest Shortfall and the Class B-5
Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, 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.
Upper-Tier Certificate: Any one of the Class A Certificates (other than the
Class A-LR Certificate), the Class M Certificates and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, (a) the Holders of the Class A
Certificates will collectively be entitled to the Class A Voting Interest, (b)
the Holders of the Class M Certificates will collectively be entitled to the
then applicable percentage of the aggregate Voting Interest represented by all
Certificates equal to the product of (i) the ratio obtained by dividing the
Class M Principal Balance by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance and (ii) the
Non-PO Voting Interest and (c) the Holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 1997-10 Certificates. The aggregate Voting Interests
of each Subclass of Class A Certificates (other than the Class A-10, Class A-11
and Class A-13 Certificates) on any date will be equal to the product of (a) 97%
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. With respect to the Class A-10, Class A-11 and Class A-13 Certificates,
the aggregate Voting Interest of each such Subclass will be 1% of the amount of
the Class A Voting interest on such date represented by clause (A) of the
definition of Class A Voting Interest. In addition to the Voting Interest of the
Class A-1 Certificates determined in accordance with the second preceding
sentence, the Class A-1 Certificates will be entitled 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, (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC
and Certificateholders and (ii) has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates (other
than the Class A-1, Class A-R and Class A-LR Certificates), the Class M
Certificates, the Subclasses of Class B Certificates and each Class A-1
Component as classes of "regular interests" and the Class A-R Certificate as the
single class of "residual interest" in the Upper-Tier REMIC for the purposes of
Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller hereby further
designates the Class AL-1 Interest, Class A-L2 Interest, Class A-L3 Interest,
Class A-L4 Interest, Class A-L5 Interest, Class A-L6 Interest, Class A-L7
Interest, Class A-L8 Interest, Class A-L9 Interest, Class A-L12, Class A-IOL
Interest, Class A-LPO A Interest, Class A-LPO B Interest, Class A-LUR Interest,
Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4
Interest, Class B-L5 Interest and Class M-L Interest as classes of "regular
interests" and the Class A-LR Certificate as the single class of "residual
interest" in the Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Closing Date is hereby designated as the
"Startup Day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the
meaning of Code Section 860G(a)(9). The "latest possible maturity date" of the
regular interests in the Upper-Tier REMIC and Lower-Tier REMIC is August 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 either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services rendered under this Agreement.
The amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized.
Section 3.02. Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the 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 Upper-Tier REMIC or the
Lower-Tier REMIC of REMIC status for federal income tax purposes or (iii) the
imposition of any Prohibited Transaction Tax or any federal taxes on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer
shall have full power and authority in its sole discretion to take any action
with respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the 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 Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) 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
(other than the Class A-1 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)(i) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Subclasses of Class A Certificates, 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 (i) prior to the Class A-1 Scheduled Accrual
Component Accretion Termination Date, an amount equal to the amount that would
otherwise be distributable in respect of interest to the Class A-1 Certificates
with respect to the Class A-1 Scheduled Accrual Component pursuant to this
provision will be distributed in reduction of the Component Principal Balance
thereof, the Class A Subclass Principal Balance of the Class A-3 Certificates
and the Component Principal Balance of the Class A-9 Scheduled Component and
(ii) prior to the Class A-5 Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of interest to the Class
A-5 Certificates pursuant to this provision will instead be distributed in
reduction of the Class A Subclass Principal Balance thereof, the Class A
Subclass Principal Balance of the Class A-3 Certificates, the Component
Principal Balance of the Class A-9 Scheduled Component and the Component
Principal Balance of the Class A-1 Scheduled Accrual Component, in each case 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 (i) prior to the Class A-1 Scheduled Accrual Component Accretion
Termination Date, an amount equal to the amount that would otherwise be
distributable as interest shortfalls to the Class A-1 Certificates with respect
to the Class A-1 Scheduled Accrual Component pursuant to this provision will be
distributed in reduction of the Component Principal Balance thereof, the Class A
Subclass Principal Balance of the Class A-3 Certificates and the Component
Principal Balance of the Class A-9 Scheduled Component and (ii) prior to the
Class A-5 Accretion Termination Date, an amount equal to the amount that would
otherwise be distributable in respect of interest to the Class A-5 Certificates
pursuant to this provision will instead be distributed in reduction of the Class
A Subclass Principal Balance thereof, the Class A Subclass Principal Balance of
the Class A-3 Certificates, the Component Principal Balance of the Class A-9
Scheduled Component and the Component Principal Balance of the Class A-1
Scheduled Accrual Component, in each case in accordance with Section 4.01(b);
third, concurrently, to the Class A Certificates (other than the Class A-1
Certificates with respect to the Class A-1 PO A Component) and the Class A-1
Certificates with respect to the Class A-1 PO A Component, pro rata, based on
their respective Class A Non-PO Optimal Principal Amount and Class A-1 PO A
Component Optimal Principal Amount, (A) to the Subclasses of Class A
Certificates (other than the Class A-1 Certificates with respect to the Class
A-1 PO A Component), 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-1 Certificates with respect to the Class A-1 PO A Component in an
amount up to the Class A-1 PO A Component Optimal Principal Amount;
fourth, to the Class A-1 Certificates with respect to the Class A-1 PO A
Component in an amount up to the Class A-1 PO A Component 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-1 PO A Component 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-1 PO A Component 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-1 PO A Component 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-1 PO A Component 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-1 PO A Component 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-1 PO A Component Deferred
Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class or Subclass (other than the Class A-1, Class A-R or Class
A-LR Certificates) has been reduced to zero or, in the case of the Class A-1
Certificates, after the latter to occur of (i) the Class A Subclass Principal
Balance of such Subclass have been reduced to zero or (ii) the Class A-1 IO
Component Notional Amount has been reduced to zero, such Class or Subclass will
be entitled to no further distributions of principal or interest (including,
without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
Class A-1 Certificates with respect to the Class A-1 PO A Component), 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-1 Certificates with respect to the Class A-1 PO A Component)
pro rata based on the Class A Subclass Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class, Classes,
Component or Components as provided herein. On each Distribution Date, each
Uncertificated Lower-Tier Interest shall receive distributions in respect of
interest (or, in the case of the Class A-L1 Interest and Class A-L5 Interest, as
described below shall have such amounts added to their principal balances) in an
amount equal to (i) Class A Subclass Interest Accrual Amount and Class A
Subclass Unpaid Interest Shortfall, (ii) Component Interest Accrual Amount and
Component Unpaid Interest Shortfall, (iii) Class M Interest Accrual Amount and
Class M Unpaid Interest Shortfall or (iv) Class B Subclass Interest Accrual
Amount and Class B Subclass Unpaid Interest Shortfall, as the case may be, in
respect of its Corresponding Upper-Tier Class, Classes, Component or Components,
in each case to the extent actually distributed (or, in the case of the Class
A-1 Scheduled Accrual Component and the Class A-5 Certificates, added to their
Component Principal Balance or Class A Subclass Principal Balance) thereon. Such
amounts distributed to the Uncertificated Lower-Tier Interests in respect of
principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest (other than the Class AIO-L Interest) equals the Class A Subclass
Principal Balances, Component Principal Balances, Class M Principal Balance or
Class B Subclass Principal Balance, as the case may be, of the respective
Corresponding Upper-Tier Class, Classes, Component or Components. The Class
AIO-L Interest has no principal balance. The notional amount of the Class AIO-L
Interest equals the notional amounts of its Corresponding Upper-Tier Class,
Classes, Component or Components. The initial principal balance of each
Uncertificated Lower-Tier Interest (other than the Class AIO-L Interest) equals
the Original Class A Subclass Principal Balances, Original Component Principal
Balances, Original Class M Principal Balance, Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance or Original Class B-5 Principal
Balance as the case may be, of the respective Corresponding Upper-Tier Class,
Classes, Component or Components. The initial notional amount of the Class AIO-L
Interest equals the initial notional amounts of its Corresponding Class,
Classes, Component or Components.
The pass-through rate with respect to each Uncertificated Lower-Tier
Interest (other than the Class A-L1 Interest, Class A-L2 Interest, Class A-L3
Interest, Class A-L5 Interest, Class A-L6 Interest, Class A-L7 Interest, Class
A-L8 Interest, Class A-L9 Interest, Class AIO-L Interest, Class A-LPO A Interest
and Class A-LPO B Interest) shall be 7.625% per annum. The pass-through rate
with respect to the Class A-L1 Interest shall be 7.650% per annum. The
pass-through rate with respect to the Class A-L2 Interest shall be 6.500% per
annum. The pass-through rate with respect to the Class A-L3 Interest shall be
7.250% per annum. The pass-through rate with respect to the Class A-L5 Interest
shall be 7.650% per annum. The pass-through rate with respect to the Class A-L6
Interest shall be 6.750% per annum. The pass-through rate with respect to the
Class A-L7 Interest shall be 7.000% per annum. The pass-through rate with
respect to the Class A-L8 Interest shall be 7.650% per annum. The pass-through
rate with respect to the Class A-9 Certificates shall be 9.00% per annum. Prior
to the Class A-1 Scheduled Accrual Component Accretion Termination Date,
interest will accrue in respect of the Class A-L1 Interest and will be added to
the principal balance thereof to the same extent that interest accrues and is
added to the Component Principal Balance of the Class A-1 Scheduled Accrual
Component. Prior to the Class A-5 Accretion Termination Date, interest will
accrue in respect of the Class A-L5 Interest and will be added to the principal
balance thereof to the same extent that interest accrues and is added to the
Class A Subclass Principal Balance of the Class A-5 Certificates. The
pass-through rate with respect to the Class AIO-L Interest shall be the Class
A-13 Pass-Through Rate. The Class A-LPO A Interest and the Class A-LPO B
Interest are principal-only interests and are not entitled to distributions of
interest. Any Non-Supported Interest Shortfalls will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
(b) The Class A-10, Class A-11 and Class A-13 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-1 Scheduled
Accrual Component Accretion Termination Date, an amount equal to the Class A-1
Scheduled Accrual Component Distribution Amount, if any, for such Distribution
Date will be allocated as follows: first, concurrently, to the Class A-3
Certificates and the Class A-9 Scheduled Component, pro rata, up to their
respective Scheduled Amounts for such Distribution Date, second, to the Class
A-1 Scheduled Accrual Component up to its Scheduled Amount for such Distribution
Date, third, concurrently, 65.5714287079% to the Class A-3 Certificates,
19.4285712921% to the Class A-9 Scheduled Component and 15.0000000000% to the
Class A-1 Scheduled Accrual Component, without regard to their Scheduled
Amounts, until the Class A Subclass Principal Balance of the Class A-3
Certificates and the Component Principal Balance of the Class A-9 Scheduled
Component have been reduced to zero and fourth, to the Class A-1 Scheduled
Accrual Component, until the Component Principal Balance thereof has been
reduced to zero.
On each Distribution Date occurring prior to the Class A-5 Accretion
Termination Date, an amount equal to the Class A-5 Accrual Distribution Amount,
if any, for such Distribution Date will be allocated as follows: first,
concurrently, to the Class A-3 Certificates and the Class A-9 Scheduled
Component, pro rata, up to their respective Scheduled Principal Amounts for such
Distribution Date, second, to the Class A-1 Scheduled Accrual Component up to
its Scheduled Amount for such Distribution Date and third, to the Class A-5
Certificates, until the Class A Subclass Principal Balance thereof has been
reduced to zero.
On each Distribution Date occurring prior to the Cross-Over Date, the Class
A Non-PO Principal Distribution Amount (other than the Class A-1 Scheduled
Accrual Component Distribution Amount and the Class A-5 Accrual Distribution
Amount) will be allocated among and distributed in reduction of the Class A
Subclass Principal Balances of the Class A Certificates as follows:
first, concurrently, to the Class A-4 and Class A-12 Certificates, pro
rata, up to the Class A-4 Priority Amount and Class A-12 Priority Amount;
second, concurrently, to the Class A-R and Class A-LR Certificates, pro
rata, until the Class A Subclass Principal Balance of each such Subclass has
been reduced to zero;
third, concurrently, as follows:
(i) 0.3267974921% to the Class A-1 PO B Component until the Component
Principal Balance thereof has been reduced to zero;
(ii) 99.6732025079%, sequentially, as follows:
(a) concurrently, 54.0000000000% to the Class A-2 Certificates and
46.0000000000% to the Class A-9 PAC A Component up to their respective
PAC Principal Amounts for such Distribution Date;
(b) concurrently, 60.0000000000% to the Class A-6 Certificates and
40.0000000000% to the Class A-9 PAC B Component up to their respective
PAC Principal Amounts for such Distribution Date;
(c) concurrently, 67.4999991007% to the Class A-7 Certificates and
32.5000008993% to the Class A-9 PAC C Component up to their respective
PAC Principal Amounts for such Distribution Date;
(d) concurrently, 77.1428333333% to the Class A-8 Certificates and
22.8571666667% to the Class A-9 PAC D Component up to their respective
PAC Principal Amounts for such Distribution Date;
(e) to the Class A-1 PAC Component up to its PAC Principal Amount for
such Distribution Date;
(f) concurrently, 77.1428573034% to the Class A-3 Certificates and
22.8571426966% to the Class A-9 Scheduled Component up to their
respective Scheduled Amounts for such Distribution Date;
(g) to the Class A-1 Scheduled Accrual Component up to its Scheduled
Amount with respect to such Distribution Date;
(h) to the Class A-5 Certificates until the Class A Subclass Principal
Balance thereof has been reduced to zero;
(i) concurrently, 65.5714287079% to the Class A-3 Certificates,
19.4285712921% to the Class A-9 Scheduled Component, and
15.0000000000% to the Class A-1 Scheduled Accrual Component, without
regard to their Scheduled Amounts, until the Class A Subclass
Principal Balance of the Class A-3 Certificates and the Component
Principal Balance of the Class A-9 Scheduled Component have been
reduced to zero;
(j) to the Class A-1 Scheduled Accrual Component, without regard to
its Scheduled Amount, until the Component Principal Balance thereof
has been reduced to zero;
(k) concurrently, 54.0000000000% to the Class A-2 Certificates and
46.0000000000% to the Class A-9 PAC A Component, without regard to
their PAC Principal Amounts, until the Class A Subclass Principal
Balance and Component Principal Balance thereof have been reduced to
zero;
(l) concurrently, 60.0000000000% to the Class A-6 Certificates and
40.0000000000% to the Class A-9 PAC B Component, without regard to
their PAC Principal Amounts, until the Class A Subclass Principal
Balance and Component Principal Balance thereof have been reduced to
zero;
(m) concurrently, 67.4999991007% to the Class A-7 Certificates and
32.5000008993% to the Class A-9 PAC C Component, without regard to
their PAC Principal Amounts, until the Class A Subclass Principal
Balance and Component Principal Balance thereof have been reduced to
zero;
(n) concurrently, 77.1428333333% to the Class A-8 Certificates and
22.8571666667% to the Class A-9 PAC D Component, without regard to
their PAC Principal Amounts, until the Class A Subclass Principal
Balance and Component Principal Balance thereof have been reduced to
zero;
(o) to the Class A-1 PAC Component, without regard to its PAC
Principal Amount, until the Component Principal Balance thereof has
been reduced to zero; and
fourth, concurrently, to the Class A-4 and Class A-12 Certificates, pro
rata, without regard to the Class A-4 Priority Amount and Class A-12 Priority
Amount, until the Class A Subclass Principal Balance of each such Subclass has
been reduced to zero.
As used above, the "PAC Principal Amount" for any Distribution Date and any
of the PAC Certificates and PAC Components means the amount, if any, that would
reduce the Class A Subclass Principal Balance or Component Principal Balance of
such Subclass or Component to the percentage of its Original Class A Subclass
Principal Balance or Original Component Principal Balance shown in the tables
set forth below with respect to such Distribution Date.
As used above, the "Scheduled Amount" for any Distribution Date and any of
the Scheduled Certificates and Scheduled Components means the amount, if any,
that would reduce the Class A Subclass Principal Balance or Component Principal
Balance of such Subclass or Component to the percentage of its Original Class A
Subclass Principal Balance or Original Component Principal Balance shown in the
tables set forth below with respect to such Distribution Date.
The following tables set forth for each Distribution Date the planned Class
A Subclass Principal Balances and Component Principal Balances for the PAC
Certificates and Components and the scheduled Class A Subclass Principal
Balances and Component Principal Balances for the Scheduled Certificates and
Scheduled Components, expressed as a percentage of the Original Class A Subclass
Principal Balance or Original Component Principal Balance of such Subclass or
Component.
<PAGE>
PLANNED CLASS A SUBCLASS PRINCIPAL BALANCES AND COMPONENT
PRINCIPAL BALANCES AS PERCENTAGES OF INITIAL CLASS A SUBCLASS
PRINCIPAL BALANCE OR COMPONENT PRINCIPAL BALANCE
------------------------------------------------
CLASS A-1 PAC COMPONENT
Up to and including
September 2002 100.00000000%
October 2002 41.35950305%
November 2002
and thereafter 0.00000000%
<TABLE>
<CAPTION>
CLASS A-2 CERTIFICATES
<S> <C> <C> <C> <C> <C>
Up to and including
May 1999 100.00000000% November 1999 59.20419248% May 2000 16.15591412%
June 1999 93.65367957% December 1999 51.94534242% June 2000 9.11262297%
July 1999 87.11270677% January 2000 44.71046499% July 2000 2.10711696%
August 1999 80.38540596% February 2000 37.51426314% August 2000 and
September 1999 73.48111209% March 2000 30.35655660% thereafter 0.00000000%
October 1999 66.40994306% April 2000 23.23716632%
</TABLE>
<TABLE>
<CAPTION>
CLASS A-6 CERTIFICATES
<S> <C> <C> <C> <C> <C>
Up to and including
July 2000 100.00000000% November 2000 56.98435614% March 2001 11.41484088%
August 2000 91.81342518% December 2000 45.49941588% April 2001 0.17578982%
September 2000 80.14107237% January 2001 34.07637237% May 2001
October 2000 68.53147912% February 2001 22.71494149% and thereafter 0.00000000%
</TABLE>
<TABLE>
<CAPTION>
CLASS A-7 CERTIFICATES
<S> <C> <C> <C> <C> <C>
Up to and including October 2001 62.41188554% May 2002 19.97258024%
April 2001 100.00000000% November 2001 56.24929365% June 2002 14.04154412%
May 2001 93.73313437% December 2001 50.12023032% July 2002 8.14299720%
June 2001 87.40059739% January 2002 44.02454430% August 2002 2.73517990%
July 2001 81.10235957% February 2002 37.96208520% September 2002
August 2001 74.83826486% March 2002 31.93270366% and thereafter 0.00000000%
September 2001 68.60815821% April 2002 25.93625117%
<PAGE>
CLASS A-8 CERTIFICATES
Up to and including
August 2002 100.00000000%
September 2002 51.03639209%
October 2002
and thereafter 0.00000000%
</TABLE>
<TABLE>
<CAPTION>
CLASS A-9 PAC A COMPONENT
<S> <C> <C> <C> <C> <C>
Up to and including
May 1999 100.00000000% November 1999 59.20419246% May 2000 16.15591406%
June 1999 93.65367955% December 1999 51.94534246% June 2000 9.11262296%
July 1999 87.11270679% January 2000 44.71046501% July 2000 2.10711698%
August 1999 80.38540598% February 2000 37.51426311% August 2000
September 1999 73.48111209% March 2000 30.35655659% and thereafter 0.00000000%
October 1999 66.40994307% April 2000 23.23716630%
</TABLE>
<TABLE>
<CAPTION>
CLASS A-9 PAC B COMPONENT
<S> <C> <C> <C> <C> <C>
Up to and including
July 2000 100.00000000% November 2000 56.98435618% March 2001 11.41484092%
August 2000 91.81342513% December 2000 45.49941579% April 2001 0.17578987%
September 2000 80.14107237% January 2001 34.07637237% May 2001 and
October 2000 68.53147908% February 2001 22.71494145% thereafter 0.00000000%
</TABLE>
<TABLE>
<CAPTION>
CLASS A-9 PAC C COMPONENT
<S> <C> <C> <C> <C> <C>
Up to and including October 2001 62.41188554% May 2002 19.97258017%
April 2001 100.00000000% November 2001 56.24929367% June 2002 14.04154409%
May 2001 93.73313439% December 2001 50.12023035% July 2002 8.14299719%
June 2001 87.40059741% January 2002 44.02454432% August 2002 2.73517992%
July 2001 81.10235955% February 2002 37.96208521% September 2002
August 2001 74.83826486% March 2002 31.93270361% and thereafter 0.00000000%
September 2001 68.60815826% April 2002 25.93625119%
</TABLE>
CLASS A-9 PAC D COMPONENT
Up to and including
August 2002 100.00000000%
September 2002 51.03639267%
October 2002
and thereafter 0.00000000%
<PAGE>
<TABLE>
<CAPTION>
SCHEDULED CLASS A SUBCLASS PRINCIPAL BALANCES AND COMPONENT PRINCIPAL BALANCES AS PERCENTAGES OF INITIAL CLASS A SUBCLASS
PRINCIPAL BALANCE OR COMPONENT PRINCIPAL BALANCE
CLASS A-1 SCHEDULED ACCRUAL COMPONENT
<S> <C> <C> <C> <C> <C>
August 1997 100.63750000% March 2002 142.74175117% November 2006 42.68194541%
September 1997 101.27906406% April 2002 143.65172983% December 2006 41.62872743%
October 1997 101.92471810% May 2002 144.56750961% January 2007 40.58750926%
November 1997 102.57448817% June 2002 145.48912749% February 2007 39.55811293%
December 1997 103.22840054% July 2002 146.41662067% March 2007 38.54036270%
January 1998 103.88648159% August 2002 147.35002663% April 2007 37.53408509%
February 1998 104.54875791% September 2002 148.28938304% May 2007 36.53910877%
March 1998 105.21525624% October 2002 149.23472787% June 2007 35.55526469%
April 1998 105.88600350% November 2002 150.18609926% July 2007 34.58238583%
May 1998 106.56102677% December 2002 150.01809329% August 2007 33.62030739%
June 1998 107.24035331% January 2003 146.30261254% September 2007 32.66886657%
July 1998 107.92401057% February 2003 142.64312761% October 2007 31.72790273%
August 1998 108.61202614% March 2003 139.03885589% November 2007 30.79725717%
September 1998 109.30442780% April 2003 135.48902519% December 2007 29.87677326%
October 1998 110.00124353% May 2003 131.99287359% January 2008 28.96629630%
November 1998 110.70250146% June 2003 128.54964933% February 2008 28.06567359%
December 1998 111.40822990% July 2003 125.15861061% March 2008 27.17475431%
January 1999 112.11845737% August 2003 121.99438726% April 2008 26.29338957%
February 1999 112.83321254% September 2003 118.87887313% May 2008 25.42143236%
March 1999 113.55252427% October 2003 115.81136839% June 2008 24.55873747%
April 1999 114.27642161% November 2003 112.79118260% July 2008 23.70516156%
May 1999 115.00493380% December 2003 109.81763459% August 2008 22.86056306%
June 1999 115.73809024% January 2004 106.89005233% September 2008 22.02480219%
July 1999 116.47592057% February 2004 104.00777286% October 2008 21.19774091%
August 1999 117.21845457% March 2004 101.17014206% November 2008 20.37924291%
September 1999 117.96572221% April 2004 98.37651463% December 2008 19.56917357%
October 1999 118.71775370% May 2004 95.62625394% January 2009 18.76739997%
November 1999 119.47457937% June 2004 92.91873191% February 2009 17.97379081%
December 1999 120.23622981% July 2004 90.25332890% March 2009 17.18821646%
January 2000 121.00273579% August 2004 87.95385246% April 2009 16.41054887%
February 2000 121.77412823% September 2004 85.69018416% May 2009 15.64066160%
March 2000 122.55043829% October 2004 83.46177961% June 2009 14.87842976%
April 2000 123.33169734% November 2004 81.26810200% July 2009 14.12373001%
May 2000 124.11793690% December 2004 79.10862191% August 2009 13.37644056%
June 2000 124.90918876% January 2005 76.98281730% September 2009 12.63644104%
July 2000 125.70548483% February 2005 74.89017329% October 2009 11.90361267%
August 2000 126.50685730% March 2005 72.83018220% November 2009 11.17783807%
September 2000 127.31333851% April 2005 70.80234336% December 2009 10.45900129%
October 2000 128.12496104% May 2005 68.80616301% January 2010 9.74698783%
November 2000 128.94175767% June 2005 66.84115430% February 2010 9.04168459%
December 2000 129.76376139% July 2005 64.90683706% March 2010 8.34297983%
January 2001 130.59100536% August 2005 63.29300091% April 2010 7.65076320%
February 2001 131.42352301% September 2005 61.70275411% May 2010 6.96492567%
March 2001 132.26134797% October 2005 60.13572486% June 2010 6.28535956%
April 2001 133.10451407% November 2005 58.59154663% July 2010 5.61195849%
May 2001 133.95305534% December 2005 57.06985810% August 2010 4.94461733%
June 2001 134.80700607% January 2006 55.57030307% September 2010 4.28323227%
July 2001 135.66640074% February 2006 54.09253041% October 2010 3.62770074%
August 2001 136.53127404% March 2006 52.63619393% November 2010 2.97792140%
September 2001 137.40166091% April 2006 51.20095237% December 2010 2.33379414%
October 2001 138.27759650% May 2006 49.78646931% January 2011 1.69522001%
November 2001 139.15911619% June 2006 48.39241309% February 2011 1.06210131%
December 2001 140.04625554% July 2006 47.01845676% March 2011 0.43434147%
January 2002 140.93905043% August 2006 45.91541301% April 2001 and
February 2002 141.83753687% September 2006 44.82510440% thereafter 0.00000000%
October 2006 43.74734353%
</TABLE>
<TABLE>
<CAPTION>
CLASS A-3 CERTIFICATES
<S> <C> <C> <C> <C> <C>
August 1997 99.28020482% June 1999 59.37257247% April 2001 23.87123369%
September 1997 98.45476602% July 1999 57.67987326% May 2001 22.51767591%
October 1997 97.52399334% August 1999 55.95507958% June 2001 21.18601879%
November 1997 96.48821404% September 1999 54.20189936% July 2001 19.87587396%
December 1997 95.34788533% October 1999 52.42420411% August 2001 18.58685819%
January 1998 94.10359440% November 1999 50.63132629% September 2001 17.31859325%
February 1998 92.75605835% December 1999 48.84453411% October 2001 16.07070592%
March 1998 91.30612371% January 2000 47.08328385% November 2001 14.84282789%
April 1998 89.75476581% February 2000 45.35090544% December 2001 13.63459567%
May 1998 88.10308774% March 2000 43.64691825% January 2002 12.44565057%
June 1998 86.35231920% April 2000 41.97084798% February 2002 11.27563857%
July 1998 84.50381493% May 2000 40.32222668% March 2002 10.12421030%
August 1998 82.55905293% June 2000 38.70059257% April 2002 8.99102099%
September 1998 80.51963246% July 2000 37.10549003% May 2002 7.87573034%
October 1998 78.38727169% August 2000 35.53646945% June 2002 6.77800256%
November 1998 76.16380513% September 2000 33.99308720% July 2002 5.69750618%
December 1998 73.85124262% October 2000 32.47490552% August 2002 4.76786029%
January 1999 71.45169325% November 2000 30.98149246% September 2002 3.85377735%
February 1999 68.96731821% December 2000 29.51242178% October 2002 2.95494140%
March 1999 66.40045634% January 2001 28.06727287% November 2002 1.41740709%
April 1999 63.75367624% February 2001 26.64563069% December 2002
May 1999 61.02970312% March 2001 25.24708567% and thereafter 0.00000000%
</TABLE>
<TABLE>
<CAPTION>
CLASS A-9 SCHEDULED COMPONENT
<S> <C> <C> <C> <C> <C>
August 1997 99.28020482% June 1999 59.37257247% May 2001 22.51767591%
September 1997 98.45476601% July 1999 57.67987326% June 2001 21.18601878%
October 1997 97.52399334% August 1999 55.95507959% July 2001 19.87587397%
November 1997 96.48821404% September 1999 54.20189937% August 2001 18.58685818%
December 1997 95.34788533% October 1999 52.42420411% September 2001 17.31859325%
January 1998 94.10359440% November 1999 50.63132629% October 2001 16.07070592%
February 1998 92.75605836% December 1999 48.84453413% November 2001 14.84282790%
March 1998 91.30612372% January 2000 47.08328385% December 2001 13.63459567%
April 1998 89.75476581% February 2000 45.35090543% January 2002 12.44565058%
May 1998 88.10308776% March 2000 43.64691825% February 2002 11.27563857%
June 1998 86.35231919% April 2000 41.97084797% March 2002 10.12421031%
July 1998 84.50381493% May 2000 40.32222669% April 2002 8.99102098%
August 1998 82.55905294% June 2000 38.70059257% May 2002 7.87573034%
September 1998 80.51963247% July 2000 37.10549003% June 2002 6.77800257%
October 1998 78.38727168% August 2000 35.53646946% July 2002 5.69750618%
November 1998 76.16380511% September 2000 33.99308721% August 2002 4.76786029%
December 1998 73.85124263% October 2000 32.47490552% September 2002 3.85377735%
January 1999 71.45169324% November 2000 30.98149247% October 2002 2.95494138%
February 1999 68.96731821% December 2000 29.51242178% November 2002 1.41740708%
March 1999 66.40045634% January 2001 28.06727288% December 2002
April 1999 63.75367624% February 2001 26.64563068% and thereafter 0.00000000%
May 1999 61.02970313% March 2001 25.24708567%
April 2001 23.87123370%
</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-1 Certificates with respect to the Class A-1 PO A Component)
pro rata in accordance with their outstanding Class A Subclass Principal
Balances (less, in the case of the Class A-1 Certificates, the Component
Principal Balance of the Class A-1 PO A Component) 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 Subclasses of Class B Certificates entitled to receive
distributions of principal below zero, first the Class M Prepayment Percentage
and/or the Class B Subclass Prepayment Percentage of any affected Class B
Subclass for such Distribution Date beginning with the affected Subclass with
the lowest numerical Subclass designation and then, if necessary, the Class M
Percentage and/or the Class B Subclass Percentage of such Subclass of the Class
B Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Class M Principal Balance and/or the Class B
Subclass Principal Balance of such Class B Subclass to zero. The Class B
Subclass Prepayment Percentages and the Class B Subclass Percentages of the
remaining Class B Subclasses will be recomputed substituting for the
Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment Percentage
or Subordinated Percentage, as the case may be, and (B) the percentages
determined in accordance with the preceding sentence necessary to bring the
Class M Principal Balance and/or the Class B Subclass Principal Balances of the
affected Class B Subclasses to zero; provided, however, that if the Class B
Subclass Principal Balances of all the Class B Subclasses eligible to receive
distributions of principal shall be reduced to zero on such Distribution Date,
the Class B Subclass Prepayment Percentage and the Class B Subclass Percentage
of the Class B Subclass with the lowest numerical Subclass designation which
would otherwise be ineligible to receive distributions of principal in
accordance with this Section shall equal the remainder of the Subordinated
Prepayment Percentage for such Distribution Date minus the sum of the Class M
Prepayment Percentage and the Class B Subclass Prepayment Percentages of the
Class B Subclasses having lower numerical Subclass designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class M Percentage and the Class B Subclass Percentages of the Class
B Subclasses having lower numerical Subclass designations, if any, respectively.
Any entitlement of any Class B Subclass to principal payments solely pursuant to
this clause (ii) shall not cause such Subclass to be regarded as being eligible
to receive principal distributions for the purpose of applying the definition of
its Class B Subclass Percentage or Class B Subclass Prepayment Percentage.
(e) The Trust Administrator shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Subclass Distribution Amount with respect to the Class
A-LR Certificate and all other amounts distributable to the Class A-LR
Certificate. The Trust Administrator may clear and terminate the Upper-Tier
Certificate Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record (other than the Class A-LR Certificateholder) on the
preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class or
Subclass) either in immediately available funds by wire transfer to the account
of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder holds Certificates having a
Denomination at least equal to that specified in Section 11.27, and has so
notified the Master Servicer or, if applicable, the Paying Agent at least seven
Business Days prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less than the requisite
minimum Denomination or if such Holder holds the Class A-R Certificate or has
not so notified the Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such Holder's share (based
on, with respect to each Class or Subclass, the aggregate of the Percentage
Interests represented by Certificates of the applicable Class or Subclass of
Certificates held by such Holder of the Class A Subclass Distribution Amount
with respect to each Subclass of Class A Certificates, the Class M Distribution
Amount with respect to the Class M Certificates and the Class B Subclass
Distribution Amount with respect to each such Subclass of Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Class A Subclass Principal Balance of any Subclass of Class A
Certificates (other than the Class A-1, Class A-10, Class A-11, Class A-13,
Class A-R or A-LR Certificates), the Class M Principal Balance of the Class M
Certificates or the Class B Subclass Principal Balance of any Subclass of Class
B Certificates would be reduced to zero or (i) in the case of the Class A-1
Certificates, upon the later of (a) the Class A Subclass Principal Balance being
reduced to zero or (b) the Class A-1 IO Component Notional Amount being reduced
to zero, (ii) in the case of the Class A-10 Certificates, the Class A-10
Notional Amount would be reduced to zero, (iii) in the case of the Class A-11
Certificates, the Class A-11 Notional Amount would be reduced to zero or (iv) in
the case of the Class A-13 Certificates, the Class A-13 Notional Amount 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)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Non-U.S. Persons. Amounts withheld pursuant to this Section 4.01(g) shall be
treated as having been distributed to the related Certificateholder for all
purposes of this Agreement. For the purposes of this paragraph, a "Non-U.S.
Person" is an individual, corporation, partnership or other person other than a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, an estate that is subject to United States
federal income tax regardless of the source of its income or a trust if (i) for
taxable years beginning after December 31, 1996 (or for taxable years beginning
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-1 Certificates with respect to the Class A-1 PO A Component) and Class A-1
Certificates with respect to the Class A-1 PO A Component, 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-1
Certificates with respect to the Class A-1 PO A Component 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-1
Certificates with respect to the Class A-1 PO A Component in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-1 Certificates with respect to the Class A-1 PO A
Component), 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-1 and Class A-9
Certificates), the Class A-1 PAC Component, the Class A-1 PO B Component, the
Class A-1 Scheduled Accrual Component and the Class A-9 Components 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-1 Certificates with respect to the Class A-1 PO A
Component, based on the PO Fraction of such Mortgage Loan and, with respect to
the Class A Certificates (other than the Class A-1 Certificates with respect to
the Class A-1 PO A Component), 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-1 Certificates) and the Class A-1
Components (other than the Class A-1 PO A and Class A-1 PO B 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-1 Certificates) and the Class A-1 Components (other than the Class
A-1 PO A Component) 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.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class, Classes, Component or Components
as provided above.
With respect to any Distribution Date, the interest portion of Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the 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(f), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate 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 Class A Subclass Principal
Balance of each Subclass of Class A Certificates, the Component Principal
Balance of each Component, 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;
(xxviii) in the case of the Class A-1 Certificates, the Class A-1 IO
Component Notional Amount;
(xxix) in the case of the Class A-10 Certificates, the Class A-10
Notional Amount;
(xxx) in the case of the Class A-11 Certificates, the Class A-11
Notional Amount;
(xxxi) in the case of the Class A-13 Certificate, the Class A-13
Notional Amount;
(xxxii) the Class A-1 PO A Component Deferred Amount, if any;
(xxxiii) in the case of the Class A-9 and Class A-10 Certificates, the
Class A-9 Pass-Through Rate and the Class A-10 Pass-Through Rate; and
(xxiv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Subclass of Class A
Certificates pursuant to clauses (i) and (ii) above, with the Class M
Certificates pursuant to clauses (iii) and (iv) above and with respect to a
Class B Subclass pursuant to clauses (v) and (vi) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than the Class A-R and Class A-LR Certificates) with a $1,000 Denomination, as a
dollar amount per Class A-R and Class A-LR Certificate with a $100 Denomination
and as a dollar amount per Class A-13 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 A-1, 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. Determination of LIBOR.
On each Rate Determination Date, the Trust Administrator shall determine
LIBOR for the succeeding LIBOR Based Interest Accrual Period on the basis of the
offered LIBOR quotations of the Reference Banks (as defined below), as such
quotations are provided to the Trust Administrator as of 11:00 a.m. (London
time) on such Rate Determination Date. As used herein with respect to a Rate
Determination Date, "Reference Banks" means four leading banks engaged in
transactions in Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London, (ii) whose quotations appear on
the Reuters Screen LIBO Page on the Rate Determination Date in question and
(iii) which have been designated as such by the Trust Administrator and are able
and willing to provide such quotations to the Trust Administrator on each Rate
Determination Date; and "Reuters Screen LIBO Page" means the display designated
as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace the LIBO page on that service for the purpose of displaying London
interbank offered rate quotations of major banks). If a Reference Bank should be
removed from the Reuters Screen LIBO Page or in any other way fails to meet the
qualifications of a Reference Bank, the Trust Administrator may, in its sole
discretion, designate an alternative Reference Bank.
On each Rate Determination Date, LIBOR for the Distribution Date in the
succeeding months will be established by the Trust Administrator as follows:
(i) If on any Rate Determination Date two or more of the Reference
Banks provide such offered quotations, LIBOR for the Distribution Date in
the succeeding month will be the arithmetic mean of such offered quotations
(rounding such arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%).
(ii) If on any Rate Determination Date only one or none of the
Reference Banks provides such offered quotations, LIBOR for the
Distribution Date in the succeeding month will be whichever is higher of
(x) LIBOR as determined on the previous Rate Determination Date or (y) the
Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per
annum which the Trust Administrator determines to be either (A) the
arithmetic mean (rounding such arithmetic mean upwards if necessary to the
nearest whole multiple of 1/16%) of the one-month Eurodollar lending rates
that New York City banks selected by the Trust Administrator are quoting,
on the relevant Rate Determination Date, to the principal London offices of
at least two leading banks in the London interbank market or (B) in the
event that the Trust Administrator can determine no such arithmetic mean,
the lowest one-month Eurodollar lending rate that the New York City banks
selected by the Trust Administrator are quoting on such Rate Determination
Date to leading European banks.
(iii) If on any Rate Determination Date the Trust Administrator is
required but is unable to determine the Reserve Interest Rate in the manner
provided in the paragraph (ii) above, LIBOR for the Distribution Date in
the succeeding month will be LIBOR as determined on the previous Rate
Determination Date, or, in the case of the first Rate Determination Date,
5.6875%.
The establishment of LIBOR by the Trust Administrator and the Trust
Administrator's subsequent calculation of the rates of interest applicable to
the Class A-9 and Class A-10 Certificates, in the absence of manifest error,
will be final and binding. After a Rate Determination Date, the Trust
Administrator shall provide the Class A Subclass Pass-Through Rates of the Class
A-9 and Class A-10 Certificates for the related Distribution Date to Beneficial
Owners or Holders of Class A-9 and Class A-10 Certificates who place a telephone
call to the Trust Administrator at (704) 590-6161 and make a request therefor.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) Except as set forth in the next sentence, 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 and Class A-LR Certificates, integral
multiples of $1,000 in excess thereof or, in the case of the Class A-13
Certificates, 1% Percentage Interest in excess thereof (except, if necessary,
for one Certificate of each Class or Subclass (other than the Class A-13, Class
A-R or Class A-LR Certificate) that evidences one Single Certificate plus such
additional principal portion or notional amount as is required in order for all
Certificates of such Class or Subclass to equal the aggregate Original Class A
Subclass Principal Balance (or Original Class A-10 Notional Amount in the case
of the Class A-10 Certificates or Original Class A-11 Notional Amount in the
case of the Class A-11 Certificates), Original Class M Principal Balance or the
aggregate Original Class B Subclass Principal Balance of such Class or Subclass,
as the case may be), and shall be substantially in the respective forms set
forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12,
A-13, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, C, and D (reverse side of
Certificates) hereto. Subject to the provisions of Section 5.02(f), the Class
A-10 Certificates may be issued in any minimum denomination of not less than
$2,000,000.00 Original Class A-10 Notional Amount. 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 (or notional amount) 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-1, 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-1, 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 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-1, 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-1, Class B-3, Class B-4 or Class B-5
Certificates under said Act or any other securities law.
(c) No transfer of a Class M or Class B Certificate shall be made unless
the 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 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, or subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer or (b) if such transferee is an insurance company,
the source of funds used to purchase the Class M or Class B Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995)) and there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition or (ii) in the case of any such Class M or
Class B Certificate presented for registration in the name of a Plan, or a
trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust
Administrator and the Seller to the effect that the purchase or holding of such
Class M or Class B Certificate will not result in the assets of the Trust Estate
being deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the 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 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
or Class A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person investing the assets of a Plan (such plan or
Person, an "ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not a Non-U.S. Person
or (ii) is a Non-U.S. Person that holds the Class A-R or Class A-LR Certificate
in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the 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 or Class A-LR Certificate to it is in accordance with the requirements of
the Code and the regulations promulgated thereunder and that such transfer of
the Class A-R or Class A-LR Certificate will not be disregarded for federal
income tax purposes (any such person who is not covered by clauses (i), (ii) or
(iii) above being referred to herein as a "Non-permitted Foreign Holder"), and
any such purported transfer shall be void and have no effect. The Trust
Administrator shall not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new Class A-R or Class A-LR
Certificate in connection with any such transfer to a disqualified organization
or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited
Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar
nor the Trust Administrator shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R or Class
A-LR Certificate, unless the transferor shall have provided to the 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 or Class A-LR
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R or Class A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class
A-LR Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R or Class A-LR Certificate as completely
as if such transfer had never occurred, provided that the Master Servicer may,
but is not required to, recover any distributions made to such transferee with
respect to Class A-R or Class A-LR Certificate, and (ii) the Master Servicer
agrees to furnish to the Internal Revenue Service and to any transferor of the
Class A-R or Class A-LR Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for
periods after such transfer. At the election of the Master Servicer, the cost to
the Master Servicer of computing and furnishing such information may be charged
to the transferor or such agent referred to above; however, the Master Servicer
shall in no event be excused from furnishing such information.
(e) No transfer of a Class A-1 Certificate shall be made unless the Trust
Administrator shall have received a representation letter in the form of Exhibit
J hereto to the effect that if the transferee is a Plan or a person acting on
behalf of or using the assets of a Plan such transferee is an "accredited
investor"as defined in Rule 501(a)(1) of Regulation D of the Securities Act of
1933, as amended, which representation letter shall not be an expense of the
Trust Administrator, the Trustee, the Seller or the Master Servicer.
(f) No transfer of a Class A-10 Certificate that has a denomination of less
than a Single Certificate shall be made (except in connection with the transfer
of the Class A-10 Certificates by the Seller to Donaldson, Lufkin & Jenrette
Securities Corporation on the Closing Date) unless the Trust Administrator shall
have received a representation letter from the transferee of such Class A-10
Certificate, substantially in the form attached hereto as Exhibit N, stating
that such person: (a)(i) is a substantial, sophisticated, institutional investor
having knowledge and experience in financial and business matters, and in
particular in such matters related to securities similar to the Class A-10
Certificates, such that such investor is capable of evaluating the merits and
risks of an investment in the Class A-10 Certificates, and (ii) has a net worth
of at least $10,000,000; or (b) will hold such Class A-10 Certificate solely as
nominee for a person meeting the criteria set forth in clause (a). The Class
A-10 Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
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 either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee 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 two separate REMICs; or (ii) cause the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate.
The Master Servicer, or, in the case of any tax return or other 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 for each of the Upper-Tier REMIC
and the Lower-Tier REMIC using a calendar year as the taxable year and the
accrual method of accounting; (ii) in the first such federal tax returns, make,
or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the 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
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1 PAC Component, Class A-1 PO A
Component, Class A-1 PO B Component, Class A-1 IO Component and Class A-1
Scheduled Accrual Component, the Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-13 and Class A-R Certificates, the Class M Certificates and the Class
B-l, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates and the
interests in the Lower-Tier REMIC represented by the Class A-L1, Class A-L2,
Class A-L3, Class A-L4, Class A-L5, Class A-L6, Class A-L7, Class A-L8, Class
A-L9, Class A-L12, Class A-LPO A, A-LPO B, AIO-L, Class A-LUR, Class B-L1, Class
B-L2, Class B-L3, Class B-L4, Class B-L5 and Class M-L Interests and the Class
A-LR Certificate; (viii) exercise reasonable care not to allow the occurrence of
any "prohibited transactions" within the meaning of Code Section 860F(a), unless
the Master Servicer shall have provided an Opinion of Counsel to the Trustee and
the Trust Administrator that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Upper-Tier REMIC or Lower-Tier REMIC or
the Trust Estate to tax or (c) cause the Trust Estate to fail to qualify as two
separate REMICs; (ix) exercise reasonable care not to allow either the
Upper-Tier REMIC or the Lower-Tier REMIC to receive income from the performance
of services or from assets not permitted under the REMIC Provisions to be held
by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC)
the amount of any federal income tax, including, without limitation, prohibited
transaction taxes, taxes on net income from foreclosure property, and taxes on
certain contributions to a REMIC after the Startup Day, imposed on the
Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when and as the same
shall be due and payable (but such obligation shall not prevent the Master
Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d),
and the Master Servicer is hereby designated as agent of the Class A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be tax
matters persons in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee shall sign the tax returns referred to in clause (i) of
the second preceding sentence. In order to enable the Master Servicer, 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 11.26. 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 and Class A-LR Certificates, the amounts, if any,
which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class, Classes, Component or
Components in the manner specified in Section 4.01(a)(ii). Notwithstanding the
foregoing, if the price paid pursuant to clause (i) of the first paragraph of
this Section 9.01, after reimbursement to the Servicers, the Master Servicer and
the 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 either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as of the date of
such notice (or, if earlier, the date on which the first such notice is
mailed to Certificateholders). The Master Servicer shall also specify such
date in a statement attached to the final tax returns of the Upper-Tier
REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the 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 two
separate REMICs at all times that any Certificates are outstanding or to avoid
or minimize the risk of the imposition of any federal tax on the Trust Estate,
the Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee 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 Upper-Tier Certificate Account and Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer, 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 either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the 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 7.625% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is July 1, 1997.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $449,916,478.10.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.83517929%.
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-2 $ 17,280,000.00
Class A-3 $137,314,286.00
Class A-4 $ 71,275,000.00
Class A-5 $ 6,898,192.00
Class A-6 $ 11,400,000.00
Class A-7 $ 22,516,350.00
Class A-8 $ 1,388,571.00
Class A-9 $ 74,258,349.00
Class A-12 $ 14,725,000.00
Class A-LR $ 100.00
Class A-R $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $429,654,000.00.
Section 11.07. Original Class A-10 Notional Amount.
The Original Class A-10 Notional Amount is $74,258,349.00.
Section 11.08. Original Class A-11 Notional Amount.
The Original Class A-11 Notional Amount is $5,842,213.11.
Section 11.09. Original Component Principal Balances.
As to the following Class A-1 Components, the Component Principal Balance
of such Component as of the Cut-Off Date, as follows:
Original Component
Class A-1 Components Principal Balance
-------------------- -----------------
Class A-1 PAC Component $ 1,475,000.00
Class A-1 PO A Component $ 1,590,505.14
Class A-1 PO B Component $ 1,123,052.00
Class A-1 Scheduled Accrual Component $70,000,000.00
As to the following Class A-9 Components, the Component Principal Balance
of such Component as of the Cut-Off Date, as follows:
Original Component
Class A-9 Components Principal Balance
-------------------- -----------------
Class A-9 PAC A Component $14,720,000.00
Class A-9 PAC B Component $ 7,600,000.00
Class A-9 PAC C Component $10,841,206.00
Class A-9 PAC D Component $ 411,429.00
Class A-9 Scheduled Component $40,685,714.00
Section 11.10. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.16482071%.
Section 11.11. Original Class M Percentage.
The Original Class M Percentage is 1.40500448%.
Section 11.12. Original Class M Principal Balance.
The Original Class M Principal Balance is $6,299,000.00.
Section 11.13. Original Class M Fractional Interest.
The Original Class M Fractional Interest is 2.75981622%.
Section 11.14. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.35481778%.
Section 11.15. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.55183062%.
Section 11.16. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.30112019%.
Section 11.17. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.25093349%.
Section 11.18. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.30111415%.
Section 11.19. Original Class B Principal Balance.
The Original Class B Principal Balance is $12,372,972.96.
Section 11.20. Original Class B Subclass Principal Balances.
As to any Class B Certificate, the Class B Subclass Principal Balance of
such Subclass as of the Cut-Off Date, is as follows:
Original Class B
Class B Subclass Subclass Principal Balance
---------------- --------------------------
Class B-1 $6,074,000.00
Class B-2 $2,474,000.00
Class B-3 $1,350,000.00
Class B-4 $1,125,000.00
Class B-5 $1,349,972.96
Section 11.21. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.40499844%.
Section 11.22. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 0.85316782%.
Section 11.23. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.55204764%.
Section 11.24. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.30111415%.
Section 11.25. Closing Date.
The Closing Date is July 30, 1997.
Section 11.26. 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 $44,991,647.81 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.27. Wire Transfer Eligibility.
With respect to the Class A Certificates (other than the Class A-10, Class
A-11, Class A-13, Class A-R and Class A-LR Certificates), Class M Certificates,
Class B-1 Certificates and Class B-2 Certificates, the minimum Denomination
eligible for wire transfer on each Distribution Date is $5,000,000. With respect
to the Class A-10, Class A-11 and Class A-13 Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is 100%
Percentage Interest. The Class A-R, Class A-LR, Class B-3, Class B-4 and Class
B-5 Certificates are not eligible for wire transfer.
Section 11.28. Single Certificate.
A Single Certificate for each Subclass of Class A Certificates (other than
the Class A-10, Class A-11, Class A-13, Class A-R and Class A-LR 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-10 Certificates represents a Denomination
equal to the $9,282,000 Original Class A-10 Notional Amount. A Single
Certificate for the Class A-11 Certificates represents a Denomination equal to
the $973,000 Original Class A-11 Notional Amount. A Single Certificate for the
Class A-13 Certificates represents 33% Percentage Interest. A Single Certificate
for the Class A-R and Class A-LR Certificates represents a $100 Denomination. A
Single Certificate for the Class B-3, Class B-4 and Class B-5 Certificates
represents a $250,000 Denomination.
Section 11.29. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to 0.250% per annum.
Section 11.30. 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
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 30th day of July, 1997, before me, a notary public in and for the
State of New York, personally B. David Bialzak, known to me who, being by me
duly sworn, did depose and say that he resides at Frederick, Maryland; that he
is a Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
ss.:
COUNTY OF )
On this 30th day of July, 1997, 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 a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
)ss.:
COUNTY OF )
On this 30th day of July, 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 30th day of July, 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 30th day of July, 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 30th day of July, 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 1997-10
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
- -------- ------------------ ------------------
Cimarron Mortgage Corp. Prior Month Prior Month
Citicorp Mortgage, Inc. Prior Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
First Union Mortgage Corporation Prior Month Prior Month
HomeSide Lending Prior Month Prior Month
The Huntington Mortgage Company Prior Month Prior Month
National City Mortgage Company Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid-Month Mid-Month
Suntrust Mortgage, Inc. Prior Month Prior Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 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.
A PURCHASER OF THIS CERTIFICATE THAT IS A PLAN (AS DEFINED IN SECTION
5.02(c) OF THE POOLING AND SERVICING AGREEMENT) OR PERSON ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN WILL BE REQUIRED TO REPRESENT THAT IT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1) OF REGULATION D UNDER THE
ACT.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-10 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.
UNTIL THE CLASS A-1 SCHEDULED ACCRUAL COMPONENT ACCRETION TERMINATION DATE,
THE INTEREST THAT ACCRUES ON A PORTION 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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. For the purposes of determining
distributions of interest and in reduction of principal balance, the Class A-1
Certificates consist of five components (each, a "Component" and individually,
the "Class A-1 PAC Component," "Class A-1 Scheduled Accrual Component," the
"Class A-1 IO Component," the "Class A-1 PO A Component" and the "Class A-1 PO B
Component"). The amount of interest which accrues on the Class A-1 Certificates
in any one-month period will equal the sum of the interest which accrues on the
Class A-1 PAC Component, the Class A-1 Scheduled Accrual Component and the Class
A-1 IO Component. Interest with respect to the Class A-1 IO Component will
accrue during each one-month period 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) 7.625% and (B) the
Class A-1 IO Component Notional Amount as of the related Distribution Date.
Interest with respect to the Class A-1 PAC Component and Class A-1 Scheduled
Accrual Component will accrue during each one-month period in an amount equal to
the product of (i) 1/12th of the Component Rate for such Component and (ii) the
outstanding Component Principal Balance of such Component. Prior to the Class
A-1 Scheduled Accrual Component Accretion Termination Date, no distribution of
interest on this Certificate with respect to its Class A-1 Scheduled Accrual
Component will be made. Prior to the Class A-1 Scheduled Accrual Component
Accretion Termination Date, interest otherwise available for distribution on
this Certificate with respect to its Class A-1 Accrual 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-1
Certificates with respect to their Class A-1 PAC Component, Class A-1 Scheduled
Accrual Component and Class A-1 IO Component. The Class A-1 Certificates are not
entitled to distributions of interest with respect to the Class A-1 PO A
Component and Class A-1 PO B 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.
No transfer of a Class A-1 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), and any applicable state securities laws or is made in
accordance with the 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
Act, 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 Act 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 if the transferee is a Plan
or a person acting on behalf of or investing the assets of a Plan, a
representation letter, in the form as described in the Agreement, stating that
such transferee is an "accredited investor" as defined in Rule 501(a)(1) of the
Act.
This Certificate is issued on July 30, 1997, at an issue price of
100.44512%, 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 245% SPA (as defined in the Prospectus Supplement dated
July 24, 1997 with respect to the offering of the Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-R, Class A-LR, 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 88.32615847%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 8.22%; and (iii) the amount of
OID allocable to the short first accrual period (July 30, 1997 to August 25,
1997) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.57316768%.
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.
Each Component of 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: July 30, 1997
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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 6.500% 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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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-3 Certificates required to be distributed to
Holders of Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 7.250% 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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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 7.000% 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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10 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.
UNTIL THE CLASS A-5 ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES
ON 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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 7.650% per
annum. Prior to the Class A-5 Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the Class A-5 Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Class A Subclass Principal Balance of the Class
A-5 Certificates 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-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 is issued on July 30, 1997, at an issue price of
95.61625%, 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
245% SPA (as defined in the Prospectus Supplement dated July 24, 1997 with
respect to the offering of the Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-R, Class A-LR, 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 280.82768458%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.93%; and (iii) the amount of OID allocable to the short first
accrual period (July 30, 1997 to August 25, 1997) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.52609981%.
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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate 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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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 7.250% 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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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 a floating
rate of interest determined as provided herein and as specified in the
Agreement. Interest on this Certificate will accrue with respect to each
Distribution Date during the period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs (each a "LIBOR
Based Interest Accrual Period"). The pass-through rate applicable with respect
to the initial LIBOR Based Interest Accrual Period will be 6.1375% per annum.
Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through will be a per annum rate equal to the lesser of (i) 0.45% plus
LIBOR, as determined on the second business day preceding the commencement of
such LIBOR Based Interest Accrual Period, and (ii) 9.00%. The amount of interest
which accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
THIS CERTIFICATE MAY NOT BE TRANSFERRED IN DENOMINATIONS OF LESS
THAN $9,282,000 ORIGINAL CLASS A-10 NOTIONAL AMOUNT EXCEPT AS
PROVIDED IN SECTIONS 5.01(a) AND 5.01(f) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-10 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.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1997
CUSIP No.: First Distribution Date: August 25, 1997
Percentage Interest evidenced Denomination: $ (initial Class A-10
by this Certificate: % Notional Amount)
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-10 Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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. The Class A-10
Certificates are not entitled to receive distributions of principal. The
pass-through rate on the Class A-10 Certificates applicable to each Distribution
Date will be a floating rate of interest determined as provided herein and as
specified in the Agreement. Interest on this Certificate will accrue with
respect to each Distribution Date during the period commencing on the 25th day
of the month preceding the month in which such Distribution Date occurs and
ending on the 24th day of the month in which such Distribution Date occurs (each
a "LIBOR Based Interest Accrual Period"). The pass-through rate applicable with
respect to the initial LIBOR Based Interest Accrual Period will be 2.8625% per
annum. Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through rate will be a per annum rate equal to 8.55% minus LIBOR, as
determined on the second business day preceding the commencement of such LIBOR
Based Interest Accrual Period, subject to a minimum rate of 0.00% and a maximum
rate of 8.55%. 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 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.
This Certificate is issued on July 30, 1997, at an issue price of 5.10226%
of the initial Class A-10 Notional Amount, including accrued interest, and a
stated redemption price at maturity equal to all interest distributions hereon,
and is issued with original issue discount ("OID") for federal income tax
purposes. Assuming (a) that this Certificate pays in accordance with projected
cash flows reflecting the prepayment assumption of 245% SPA (as defined in the
Prospectus Supplement dated July 24, 1997 with respect to the offering of the
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-R, Class
A-LR, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate and (b) that the interest rate at which distributions of interest on
this Certificate actually will be made will be determined as though the
Pass-Through Rate on this Certificate applicable to the first Distribution Date
will not change thereafter: (i) the amount of OID as a percentage of the initial
Class A-10 Notional Amount is approximately 3.30818871%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 32.28%;
and (iii) the amount of OID allocable to the short first accrual period (July
30, 1997 to August 25, 1997) as a percentage of the initial Class A-10 Notional
Amount, calculated using the exact method, is approximately 0.11410483%.
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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-10 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1997
CUSIP No.: First Distribution Date: August 25, 1997
Percentage Interest evidenced Denomination: $ (initial Class A-11
by this Certificate: % Notional Amount)
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-11 Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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-11 Certificate required to be distributed to
the Holder of the Class A-11 Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-11
Certificate is not entitled to distributions in respect of principal. Interest
will accrue on the Class A-11 Certificate each month in an amount equal to the
product of (i) 1/12th of 7.625% and (ii) the Class A-11 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-11 Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
This Certificate is issued on July 30, 1997, at an issue price of 60.61424%
of the initial Class A-11 Notional Amount, including accrued interest, and a
stated redemption price at maturity equal to all interest distributions hereon,
and is issued with original issue discount ("OID") for federal income tax
purposes. Assuming that this Certificate pays in accordance with projected cash
flows reflecting the Prepayment Assumption of 245% SPA (as defined in the
Prospectus Supplement dated July 24, 1997 with respect to the offering of the
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-R, Class
A-LR, 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 Class A-11
Notional Amount is approximately 26.68427550%; (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 5.87%; and (iii) the
amount of OID allocable to the short first accrual period (July 30, 1997 to
August 25, 1997) as a percentage of the initial Class A-11 Notional Amount,
calculated using the exact method, is approximately 0.24706461%.
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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE 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 1997-10 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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-12 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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-12 Certificates required to be distributed
to Holders of Class A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-12 Certificates applicable to each Distribution Date will be 7.625% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-10 CLASS A-13
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: July 1, 1997
CUSIP No.: First Distribution Date: August 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-13 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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-13 Certificates required to be distributed
to Holders of Class A-13 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-13
Certificates will not be entitled to distributions in respect of principal.
Interest will accrue on the Class A-13 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) 7.625% and (B) the Class A-13 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-13 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.
This Certificate is issued on July 30, 1997, at an issue price of 0.62950%
of the initial Class A-13 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 245% SPA (as defined in the
Prospectus Supplement dated July 24, 1997 with respect to the offering of the
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-R, Class
A-LR, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate and (b) that the Pass-Through Rate on this Certificate changes in
accordance with the Prepayment Assumption: (i) the amount of OID as a percentage
of the initial Class A-13 Notional Amount is approximately 0.35634142%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 9.99%; and (iii) the amount of OID allocable to the short first
accrual period (July 30, 1997 to August 25, 1997) as a percentage of the initial
Class A-13 Notional Amount, calculated using the exact method, is approximately
0.00436343%.
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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO 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 1997-10, 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: July 1, 1997
CUSIP No.: First Distribution Date: August 25, 1997
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class A-R Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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 7.625% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trust Administrator
for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE 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-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO 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-LR 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-LR
CERTIFICATE AND WOULD NOT PERMIT THIS CLASS A-LR CERTIFICATE TO BE MARKED TO
MARKET.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-10, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: July 1, 1997
CUSIP No.: First Distribution Date: August 25, 1997
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class A-LR Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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-LR Certificate required to be distributed to
the Holders of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 7.625% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the 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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10, 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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
7.625% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10, 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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
7.625% 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 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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10, 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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
7.625% 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 July 30, 1997, and based on its issue price
of 91.52049%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five 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
245% SPA (as defined in the Prospectus Supplement dated July 24, 1997 with
respect to the offering of the Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-R, Class A-LR, 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 8.58541667%; (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 (July 30, 1997 to August 25, 1997) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.03545334%.
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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10, 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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
7.625% 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 July 30, 1997, and based on its issue price
of 71.36424%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five 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
245% SPA (as defined in the Prospectus Supplement dated July 24, 1997 with
respect to the offering of the Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-R, Class A-LR, 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 28.74166667%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 12.72%; and (iii) the amount of OID allocable to the short first
accrual period (July 30, 1997 to August 25, 1997) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.10026606%.
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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10, 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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
7.625% 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 July 30, 1997, and based on its issue price
of 35.61424%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five 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
245% SPA (as defined in the Prospectus Supplement dated July 24, 1997 with
respect to the offering of the Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-R, Class A-LR, 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 64.49166667%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 26.72%; and (iii) the amount of OID allocable to the short first
accrual period (July 30, 1997 to August 25, 1997) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.13011635%.
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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 1997-10, 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: July 1, 1997
CUSIP No.: First Distribution Date: August 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 July 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and 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 7.625% 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: July 30, 1997
First Union National Bank,
Trust Administrator
By ----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1997-10 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-10
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.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of -------------, by and among FIRST UNION NATIONAL
BANK, not individually, but solely as Trust Administrator (including its
successors under the Pooling and Servicing Agreement defined below, the "Trust
Administrator"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
- --------------------------- (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer, the Trust Administrator and
Firstar Trust Company, as trustee, have entered into a Pooling and Servicing
Agreement dated as of July 30, 1997 relating to the issuance of Mortgage
Pass-Through Certificates, Series 1997-10 (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
230 South Tryon Street By:--------------------------------
Charlotte, North Carolina, 28288 Name:------------------------------
Title:-----------------------------
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:--------------------------------
Name:------------------------------
Title:-----------------------------
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:--------------------------------
Name:------------------------------
Title:-----------------------------
Address: [CUSTODIAN]
By:--------------------------------
Name:------------------------------
Title:-----------------------------
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ---------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------------, known to me who,
being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ---------- of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
--------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ---------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------------, known to me who,
being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ---------- of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
--------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this --- day of --------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------- ---------, known to me
who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the -------------------- of First Union
National Bank, 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 / 1997-10 Exhibit F-1
20 & 30 YEAR FIXED RATE
NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------------- ------------- -------- -------- ---------------- -----------------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------------------------------------------------------------------- ---------------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6992297 VIENNA VA 22182 PUD 7.875 7.609 $2,704.51 360 1-Sep-26 $370,256.21
6992937 RIDGWAY CO 81432 SFD 8.375 8.109 $1,694.96 360 1-Oct-26 $221,717.14
6993406 BLOOMFIELD HILLS MI 48302 SFD 9.000 8.734 $3,149.04 240 1-Nov-16 $345,695.96
6993430 PHOENIX AZ 85014 LCO 8.375 8.109 $2,432.23 360 1-Nov-26 $318,369.42
6993484 LARCHMONT NY 10538 SFD 7.875 7.609 $5,619.29 360 1-Oct-26 $770,071.88
6993612 PARK RIDGE IL 60068 SFD 8.375 8.109 $1,840.14 360 1-Nov-26 $240,866.31
6993642 CHASKA MN 55318 SFD 8.250 7.984 $2,010.39 360 1-Nov-26 $266,201.59
6993648 LAGUNA BEACH CA 92651 SFD 8.375 8.109 $3,610.34 360 1-Nov-26 $472,579.61
6993675 WAUNAKEE WI 53597 SFD 8.750 8.484 $1,788.96 360 1-Nov-26 $225,997.34
6994323 DEERFIELD IL 60015 SFD 7.500 7.234 $1,875.29 360 1-Dec-26 $266,780.32
6994592 CHANHASSEN MN 55331 SFD 7.875 7.609 $2,110.68 360 1-Dec-26 $289,669.72
6994819 RICHTON PARK IL 60471 SFD 8.625 8.359 $1,749.25 360 1-Dec-26 $223,365.66
6994821 EDEN PRAIRIE MN 55347 SFD 8.000 7.734 $1,834.42 360 1-Dec-26 $248,801.98
6994878 BOXBOROUGH MA 01719 SFD 7.500 7.234 $1,748.04 360 1-Jan-27 $247,246.66
6994883 LOS ANGELES CA 91316 SFD 7.625 7.359 $2,840.02 360 1-Jan-27 $399,479.62
6994915 LOS ALTOS HILLS CA 94022 SFD 8.000 7.734 $7,337.65 360 1-Jan-27 $995,906.40
6994954 TUCSON AZ 85718 SFD 7.875 7.609 $2,030.19 360 1-Jan-27 $278,824.72
6995073 SANTA ANA CA 92705 SFD 8.250 7.984 $5,823.82 360 1-Feb-27 $772,694.18
6995470 MALIBU CA 90265 SFD 8.375 8.109 $4,682.04 360 1-Feb-27 $613,551.71
6995806 REDMOND WA 98052 PUD 7.750 7.484 $2,346.97 360 1-Feb-27 $326,428.87
6996092 SAN JOSE CA 95138 PUD 7.500 7.234 $3,175.25 240 1-Dec-16 $389,072.90
6996349 SANTA CRUZ CA 95060 SFD 8.250 7.984 $3,428.03 360 1-Mar-27 $454,949.11
6996431 JACKSON TN 38305 SFD 8.000 7.734 $1,916.59 360 1-Mar-27 $260,491.93
6996575 LAGUNA HILLS CA 92653 SFD 8.000 7.734 $3,222.69 360 1-Mar-27 $438,009.41
6996602 DURANGO CO 81301 SFD 8.125 7.859 $1,692.89 360 1-Mar-27 $227,397.35
6996611 RUMSON NJ 07760 SFD 8.000 7.734 $1,276.75 360 1-Apr-27 $173,561.20
6996627 POTOMAC MD 20854 SFD 8.125 7.859 $6,140.45 360 1-Mar-27 $824,814.05
6996674 MOKENA IL 60448 SFD 8.000 7.734 $1,948.15 360 1-Mar-27 $264,780.24
6996691 SAN DIEGO CA 92130 SFD 7.500 7.234 $1,538.27 360 1-Jan-27 $218,926.59
6996808 SNOWMASS VILLAGE CO 81615 SFD 8.250 7.984 $3,681.21 360 1-Apr-27 $489,056.16
6996975 DANVILLE CA 94506 PUD 7.875 7.609 $3,451.33 360 1-Apr-27 $475,010.80
6996979 SAN JOSE CA 95138 SFD 8.000 7.734 $1,831.48 360 1-Mar-27 $248,923.35
6997030 GARRISON NY 10524 SFD 7.625 7.359 $1,672.16 360 1-Apr-27 $235,700.33
6997129 CHEVY CHASE MD 20815 SFD 7.625 7.359 $2,321.56 360 1-Apr-27 $327,283.29
6997201 RIDGEWOOD NJ 07450 SFD 8.500 8.234 $1,833.86 360 1-Apr-27 $238,063.46
6997208 CENTERVILLE OH 45458 SFD 8.875 8.609 $1,918.22 360 1-Apr-27 $240,681.51
6997209 SEATTLE WA 98103 SFD 7.875 7.609 $1,734.37 360 1-Apr-27 $238,702.89
6997213 LIVERMORE CA 94550 SFD 8.125 7.859 $2,045.06 360 1-Mar-27 $274,701.97
6997215 PARK CITY UT 84098 SFD 8.250 7.984 $1,818.82 360 1-Apr-27 $241,633.67
6997216 BLAINE COUNTY ID 83340 SFD 8.000 7.734 $7,264.27 360 1-Feb-27 $986,634.07
6997218 AGOURA CA 91301 PUD 8.375 8.109 $1,801.37 360 1-Mar-27 $236,404.57
6997220 ACTON CA 93510 SFD 8.250 7.984 $1,824.90 360 1-Apr-27 $242,442.12
6997221 SANTA CLARITA CA 91354 SFD 7.875 7.609 $1,820.79 360 1-Apr-27 $250,598.15
6997222 LOS ANGELES CA 91367 SFD 8.125 7.859 $1,890.40 360 1-Apr-27 $254,096.97
6997224 ALAMO CA 94507 SFD 7.625 7.359 $3,538.26 360 1-Apr-27 $498,683.00
6997225 SAN RAMON CA 94583 SFD 7.750 7.484 $2,256.70 360 1-Apr-27 $314,328.70
6997226 WEST LAKELAND MN 55042 SFD 8.125 7.859 $1,461.23 360 1-Apr-27 $196,411.19
6997229 LAS VEGAS NV 89108 SFD 8.250 7.984 $638.58 360 1-Apr-27 $84,836.27
6997231 EVANSTON IL 60201 SFD 8.125 7.859 $3,088.79 360 1-Apr-27 $415,178.09
6997232 SAN DIEGO CA 92131 PUD 8.625 8.359 $2,164.98 360 1-May-26 $275,837.16
6997236 WESTBORO MA 01581 SFD 8.375 8.109 $1,862.18 360 1-Mar-27 $244,384.46
6997239 SAN ANTONIO TX 78261 SFD 8.250 7.984 $2,253.80 360 1-Apr-27 $299,422.14
6997240 HUNT TX 78024 SFD 8.000 7.734 $1,231.70 360 1-Mar-27 $167,405.97
6997241 EVERETT WA 98203 SFD 8.250 7.984 $3,098.97 360 1-Apr-27 $411,124.26
6997243 RANCHO SANTA FE CA 92067 SFD 8.500 8.234 $7,689.14 360 1-Apr-27 $998,169.67
6997244 LA MESA CA 91941 SFD 7.875 7.609 $2,111.40 360 1-Apr-27 $290,594.84
6997245 SAN JUAN CAPISTRA CA 92675 PUD 7.875 7.609 $3,126.50 360 1-Apr-27 $430,303.89
6997246 CAMARILLO CA 93012 SFD 8.000 7.734 $1,775.71 360 1-Apr-27 $241,509.61
6997247 NEWPORT BEACH CA 92660 PUD 8.250 7.984 $5,634.50 360 1-Jan-27 $747,080.72
6997248 HAYWARD CA 94542 SFD 7.750 7.484 $2,481.65 360 1-Apr-27 $345,661.81
6997249 SAN JOSE CA 95138 SFD 8.000 7.734 $1,866.70 360 1-Mar-27 $253,615.12
6997250 TRABUCO CANYON CA 92679 SFD 8.000 7.734 $2,056.38 360 1-Mar-27 $279,490.26
6997251 DANVILLE CA 94506 SFD 8.250 7.984 $3,985.09 360 1-Jan-27 $528,385.33
6997256 GROSSE POINTE MI 48236 SFD 8.250 7.984 $3,005.07 360 1-Apr-27 $399,229.52
6997257 MONUMENT CO 80132 SFD 8.250 7.984 $2,451.01 360 1-Apr-27 $325,621.58
6997259 EDEN PRAIRIE MN 55347 SFD 8.125 7.859 $3,066.51 360 1-Apr-27 $412,184.02
6997260 ORONO MN 55356 SFD 8.000 7.734 $4,292.52 360 1-Apr-27 $583,814.57
6997261 MINNEAPOLIS MN 55409 SFD 8.125 7.859 $2,227.49 360 1-May-27 $299,606.19
6997265 CHEVY CHASE MD 20815 SFD 7.500 7.234 $2,712.95 360 1-Apr-27 $387,130.74
6997266 POTOMAC MD 20854 SFD 7.875 7.609 $1,916.00 360 1-May-27 $263,885.09
6997268 SAN ANTONIO TX 78258 SFD 8.000 7.734 $3,074.47 360 1-Mar-27 $417,707.33
6997269 WESTWOOD MA 02090 SFD 8.125 7.859 $2,153.24 360 1-Apr-27 $289,306.92
6997271 HARRISBURG PA 17110 SFD 8.250 7.984 $1,855.63 360 1-Mar-27 $245,688.74
6997272 EASTON PA 18042 SFD 8.500 8.234 $1,979.57 360 1-Apr-27 $256,978.78
6997273 EASTON PA 18045 SFD 8.375 8.109 $1,859.14 360 1-Apr-27 $244,140.69
6997275 CHESTER NJ 07930 SFD 8.125 7.859 $1,856.24 360 1-Apr-27 $249,506.08
6997277 ADAMS MA 01247 SFD 8.000 7.734 $1,717.01 360 1-Apr-27 $233,525.82
6997280 SUMNER WA 98390 SFD 8.125 7.859 $1,694.01 360 1-May-27 $227,427.66
6997281 BROOKEVILLE MD 20833 PUD 7.750 7.484 $1,970.13 360 1-Apr-27 $274,413.97
6997283 APTOS CA 95003 SFD 8.250 7.984 $2,935.20 360 1-Apr-27 $389,947.44
6997284 ESCONDIDO CA 92029 SFD 8.250 7.984 $2,067.64 360 1-May-27 $274,867.79
6997286 SAN RAMON CA 94583 SFD 7.875 7.609 $1,595.15 360 1-May-27 $219,696.21
6997287 PISCATAWAY NJ 08854 SFD 8.375 8.109 $1,915.38 360 1-May-27 $251,685.65
6997288 TEMPLETON CA 93465 SFD 8.000 7.734 $2,025.19 360 1-Apr-27 $275,440.72
6997291 MONUMENT CO 80132 SFD 8.000 7.734 $1,834.41 360 1-May-27 $249,663.40
6997292 ROCHESTER MN 55902 SFD 7.875 7.609 $2,204.21 360 1-Apr-27 $303,368.25
6997296 POTOMAC MD 20854 SFD 7.875 7.609 $4,241.66 360 1-Mar-27 $583,373.68
6997298 FLAGSTAFF AZ 86001 SFD 7.875 7.609 $1,522.65 360 1-Apr-27 $209,563.58
6997299 WOODSTOCK MD 21163 SFD 7.875 7.609 $2,320.22 360 1-Apr-27 $319,334.99
6997300 MIDDLETOWN DE 19709 SFD 7.625 7.359 $1,936.88 360 1-Apr-27 $273,052.03
6997301 CASTLE PINES CO 80104 SFD 7.875 7.609 $3,335.32 360 1-Apr-27 $459,044.04
6997302 PHILADELPHIA PA 19118 SFD 8.250 7.984 $3,005.07 360 1-Apr-27 $399,229.52
6997303 UPLAND CA 91784 SFD 7.875 7.609 $1,769.17 360 1-Apr-27 $243,492.93
6997309 ANAHEIM HILLS CA 92808 SFD 8.250 7.984 $2,000.62 360 1-Mar-27 $265,613.74
6997310 ANAHEIM CA 92808 SFD 8.125 7.859 $2,055.23 360 1-Apr-27 $276,253.13
6997311 CASTRO VALLEY CA 94552 SFD 8.000 7.734 $1,995.84 360 1-Apr-27 $271,448.82
6997312 TRABUCO CANYON CA 92679 LCO 7.875 7.609 $1,892.07 360 1-Apr-27 $260,407.70
6997314 COTO DE CAZA AREA CA 92679 SFD 8.250 7.984 $1,839.10 360 1-Jan-27 $243,847.16
6997316 NEWARK CA 94560 SFD 7.875 7.609 $1,798.17 360 1-Apr-27 $247,484.62
6997317 APPLETON WI 54915 SFD 8.125 7.859 $2,301.74 360 1-Apr-27 $309,387.26
6997319 BOULDER CO 80304 SFD 7.500 7.234 $1,762.02 360 1-Apr-27 $251,435.42
6997320 PISMO BEACH CA 93449 SFD 7.875 7.609 $2,139.68 360 1-Apr-27 $294,486.73
6997322 BIGFORK MT 59911 SFD 7.750 7.484 $1,568.94 360 1-Apr-27 $218,533.30
6997324 BOSSIER CITY LA 71111 SFD 8.125 7.859 $1,904.51 360 1-Mar-27 $255,821.99
6997327 BEVERLY MA 01915 SFD 7.875 7.609 $1,595.15 360 1-May-27 $219,696.21
6997331 TELLURIDE CO 81435 SFD 8.500 8.234 $2,806.53 360 1-Apr-27 $364,331.95
6997337 MAKAWAO HI 96768 MF2 7.375 7.109 $1,450.42 360 1-Feb-27 $209,191.13
6997338 CORAL SPRINGS FL 33076 SFD 8.500 8.234 $3,287.56 360 1-Apr-27 $426,776.43
6997339 DEERFIELD BEACH FL 33441 SFD 8.500 8.234 $415.21 360 1-Mar-27 $53,867.76
6997341 ELKTON MD 21921 SFD 8.500 8.234 $2,306.74 360 1-Apr-27 $299,450.91
6997344 SAN JOSE CA 95118 SFD 8.125 7.859 $1,982.47 360 1-Apr-27 $266,472.47
6997346 LINWOOD NJ 08221 SFD 8.375 8.109 $2,067.40 360 1-Mar-27 $271,316.62
6997349 FORT COLLINS CO 80525 SFD 8.125 7.859 $1,868.53 360 1-Apr-27 $251,150.62
6997350 DENVER CO 80220 SFD 8.125 7.859 $2,702.69 360 1-May-27 $363,522.17
6997351 PORTLAND OR 97212 SFD 8.625 8.359 $1,987.64 360 1-May-27 $255,247.17
6997353 EVERETT WA 98203 SFD 7.750 7.484 $1,900.00 360 1-Apr-27 $264,544.16
6997355 CASTRO VALLEY CA 94546 SFD 8.375 8.109 $2,219.41 360 1-Apr-27 $291,451.71
6997358 LAGUNA NIGUEL CA 92677 SFD 7.875 7.609 $1,989.59 360 1-Apr-27 $273,829.75
6997359 LOS ANGELES CA 91367 SFD 8.250 7.984 $2,223.75 360 1-Apr-27 $295,127.78
6997360 SAN RAMON CA 94583 SFD 7.875 7.609 $2,274.54 360 1-Apr-27 $313,048.09
6997361 CHINO HILLS CA 91709 SFD 7.750 7.484 $1,611.93 360 1-Apr-27 $224,520.50
6997363 SAN JOSE CA 95138 SFD 7.875 7.609 $3,261.00 360 1-Dec-26 $447,509.06
6997364 SAN RAMON CA 94583 SFD 7.625 7.359 $1,990.67 360 1-Jan-27 $280,009.07
6997366 WAYZATA MN 55391 SFD 8.125 7.859 $2,238.63 360 1-Apr-27 $300,904.32
6997367 FREDERICK MD 21702 SFD 8.750 8.484 $1,871.73 360 1-May-27 $237,647.24
6997369 GILROY CA 95020 SFD 8.125 7.859 $1,603.79 360 1-Dec-26 $214,990.64
6997373 VESTAL NY 13850 SFD 7.875 7.609 $1,827.17 360 1-May-27 $251,652.02
6997375 MINNETRISTA MN 55364 SFD 7.500 7.234 $3,192.61 360 1-Apr-27 $455,577.05
6997377 PROSPER TX 75078 SFD 7.875 7.609 $3,045.29 360 1-Feb-27 $418,379.41
6997378 LITTLETON CO 80127 SFD 7.875 7.609 $1,629.96 360 1-May-27 $224,489.56
6997379 BROOMFIELD CO 80020 SFD 8.000 7.734 $1,244.46 360 1-Apr-27 $169,256.34
6997380 HESPERUS CO 81326 SFD 7.875 7.609 $1,806.87 360 1-Apr-27 $247,893.69
6997381 WILLIAMSBURG VA 23185 SFD 7.875 7.609 $3,045.29 360 1-Apr-27 $419,127.17
6997382 NOBLESVILLE IN 46060 SFD 8.375 8.109 $1,808.97 360 1-Apr-27 $237,518.27
6997385 VALPARAISO IN 46383 SFD 8.375 8.109 $1,738.67 360 1-May-27 $228,464.63
6997386 PRINCETON NJ 08540 PUD 8.500 8.234 $1,747.36 360 1-Apr-27 $226,834.05
6997388 SANTA BARBARA CA 93108 LCO 8.125 7.859 $2,049.29 360 1-May-27 $275,637.70
6997391 BENICIA CA 94510 SFD 7.875 7.609 $1,768.49 360 1-May-27 $243,569.18
6997394 SOLANA BEACH CA 92075 LCO 8.375 8.109 $2,551.18 360 1-Apr-27 $335,019.76
6997395 REDWOOD CITY CA 94062 SFD 7.625 7.359 $3,432.80 360 1-Apr-27 $483,940.21
6997396 DALLAS TX 75225 SFD 7.875 7.609 $2,900.28 360 1-Apr-27 $399,168.73
6997399 BOUNTIFUL UT 84010 SFD 8.000 7.734 $1,652.07 360 1-Apr-27 $224,312.23
6997400 VISTA CA 92084 SFD 7.875 7.609 $1,856.18 360 1-Apr-27 $255,467.98
6997402 SAN DIEGO CA 92122 SFD 7.875 7.609 $1,633.22 360 1-Apr-27 $224,781.89
6997403 VENTURA CA 93004 SFD 7.750 7.484 $1,621.96 360 1-May-27 $226,079.38
6997408 ISSAQUAH WA 98027 SFD 8.125 7.859 $1,700.69 360 1-May-27 $228,324.77
6997411 WOODSIDE CA 94062 SFD 7.875 7.609 $8,628.33 360 1-May-27 $1,188,356.72
6997413 APPLE VALLEY MN 55124 SFD 8.125 7.859 $1,496.87 360 1-Apr-27 $201,201.71
6997414 EDEN PRAIRIE MN 55346 SFD 8.125 7.859 $2,004.74 360 1-May-27 $269,645.57
6997418 BROOKLYN NY 11217 MF2 7.875 7.609 $3,299.07 360 1-May-27 $454,371.68
6997420 BLOOMINGTON MN 55437 SFD 8.125 7.859 $1,856.24 360 1-Apr-27 $249,506.08
6997422 NORTHFIELD MN 55057 SFD 7.875 7.609 $1,716.24 360 1-May-27 $236,279.22
6997423 BEALLSVILLE MD 20839 SFD 7.750 7.484 $2,507.44 360 1-Apr-27 $349,254.14
6997425 HOPATCONG NJ 07843 SFD 8.125 7.859 $519.75 360 1-Apr-27 $69,861.70
6997429 ROGUE RIVER OR 97537 SFD 7.875 7.609 $1,876.12 360 1-May-27 $258,392.69
6997430 BETHESDA MD 20814 SFD 7.500 7.234 $2,118.27 360 1-Apr-27 $302,271.28
6997434 MALIBU CA 90265 LCO 7.500 7.234 $3,146.47 360 1-May-27 $449,329.97
6997436 SAN DIEGO CA 92130 SFD 7.875 7.609 $2,020.04 360 1-May-27 $278,215.28
6997437 CAMARILLO CA 93012 SFD 7.625 7.359 $1,840.62 360 1-May-27 $259,672.37
6997440 POWAY CA 92064 SFD 8.500 8.234 $1,334.06 360 1-Jan-27 $172,858.11
6997444 SEATTLE WA 98115 SFD 8.500 8.234 $1,862.69 360 1-Apr-27 $241,806.62
6997445 VILLA HILLS KY 41017 SFD 8.000 7.734 $2,212.30 360 1-Apr-27 $300,889.04
6997446 APTOS CA 95003 SFD 8.125 7.859 $1,893.37 360 1-Apr-27 $254,496.18
6997450 CONIFER CO 80433 SFD 8.375 8.109 $2,021.79 360 1-May-27 $265,668.18
6997453 CORBETT OR 97019 SFD 8.250 7.984 $1,690.35 360 1-Apr-27 $224,565.49
6997456 BASALT CO 81621 SFD 8.250 7.984 $3,380.70 360 1-May-27 $449,424.13
6997459 TENAFLY NJ 07870 SFD 7.875 7.609 $2,354.66 360 1-May-27 $324,301.56
6997468 SAN CARLOS CA 94010 SFD 8.375 8.109 $2,690.66 360 1-Apr-27 $353,335.28
6997469 SAN DIEGO CA 92130 SFD 8.375 8.109 $2,219.41 360 1-May-27 $291,635.75
6997470 THOUSAND OAKS CA 91360 LCO 7.750 7.484 $1,633.36 360 1-Dec-26 $226,843.55
6997474 TIBURON CA 94920 SFD 8.000 7.734 $4,769.47 360 1-Apr-27 $648,682.85
6997476 CHAPEL HILL NC 27514 SFD 7.875 7.609 $2,544.99 360 1-Apr-27 $350,270.58
6997478 MINNEAPOLIS MN 55416 SFD 8.000 7.734 $3,504.46 360 1-Apr-27 $476,632.19
6997480 YACOLT WA 98675 SFD 7.875 7.609 $1,604.94 360 1-Apr-27 $220,886.51
6997481 ALPHARETTA GA 30202 SFD 7.875 7.609 $2,666.07 360 1-Mar-27 $366,675.79
6997483 NUTLEY NJ 07110 SFD 8.875 8.609 $1,889.66 360 1-May-27 $237,232.72
6997488 AUSTIN TX 78746 SFD 8.125 7.859 $4,826.23 360 1-Apr-27 $648,715.77
6997490 PLACENTIA CA 92870 SFD 8.000 7.734 $1,650.97 360 1-Mar-27 $224,390.05
6997491 BELLINGHAM WA 98225 SFD 8.000 7.734 $2,476.46 360 1-Apr-27 $336,816.08
6997492 SIOUX FALLS SD 57108 SFD 8.250 7.984 $1,798.53 360 1-Apr-27 $238,938.89
6997499 BELL CANYON CA 91307 PUD 8.125 7.859 $3,348.66 360 1-Apr-27 $450,108.96
6997501 FORT MYERS FL 33908 SFD 8.250 7.984 $3,020.09 360 1-Apr-27 $401,225.68
6997503 COLORADO SPRINGS CO 80904 SFD 8.250 7.984 $2,986.28 360 1-Apr-27 $396,734.36
6997505 CARY NC 27513 SFD 8.250 7.984 $1,652.79 360 1-May-27 $219,718.46
6997506 MINNETRISTA MN 55364 SFD 7.750 7.484 $2,998.19 360 1-Apr-27 $417,608.12
6997508 ANNANDALE VA 22003 SFD 7.875 7.609 $1,925.06 360 1-Apr-27 $264,948.24
6997510 MINNEAPOLIS MN 55419 SFD 8.125 7.859 $2,613.60 360 1-Apr-27 $351,304.50
6997511 CHICAGO IL 60605 SFD 8.375 8.109 $2,667.85 360 1-May-27 $350,562.16
6997513 SCOTTSDALE AZ 85259 SFD 8.125 7.859 $1,979.50 360 1-May-27 $266,250.02
6997514 ATLANTA GA 30319 SFD 8.500 8.234 $2,299.73 240 1-May-17 $264,151.71
6997518 CLACKAMAS OR 97015 SFD 8.125 7.859 $2,104.98 360 1-May-27 $283,127.85
6997521 SIMI VALLEY CA 93065 SFD 8.000 7.734 $1,973.83 360 1-Apr-27 $268,454.89
6997523 CARLSBAD CA 92008 SFD 8.000 7.734 $1,882.47 360 1-Jan-27 $255,309.22
6997524 SAN JOSE CA 95138 SFD 7.750 7.484 $4,401.64 360 1-Jan-27 $611,755.78
6997525 PORTLAND OR 97210 MF2 8.250 7.984 $2,030.67 360 1-May-27 $269,954.10
6997527 SAN DIEGO CA 92117 SFD 8.125 7.859 $1,851.42 360 1-May-27 $248,657.32
6997529 LAKEWOOD CO 80215 SFD 8.125 7.859 $2,301.74 360 1-Apr-27 $309,387.53
6997530 VIRGINIA BEACH VA 23451 SFD 7.375 7.109 $2,983.72 360 1-May-27 $431,340.54
6997534 PUEBLO CO 81001 SFD 8.000 7.734 $2,201.29 360 1-May-27 $299,596.08
6997535 HAWTHORN WOODS IL 60047 SFD 8.125 7.859 $2,227.49 360 1-May-27 $299,505.51
6997536 TACOMA WA 98403 SFD 7.875 7.609 $2,577.62 360 1-Apr-27 $354,761.22
6997538 PASADENA CA 91103 LCO 8.250 7.984 $1,923.24 360 1-May-27 $255,672.40
6997542 LAFAYETTE CA 94549 SFD 8.000 7.734 $2,113.24 360 1-May-27 $287,612.23
6997544 BEECH BLUFF TN 38313 SFD 8.250 7.984 $1,915.73 360 1-May-27 $254,673.68
6997545 RYE BROOK NY 10573 LCO 8.375 8.109 $1,636.06 360 1-May-27 $214,981.48
6997546 BAINBRIDGE ISLAND WA 98110 SFD 7.875 7.609 $3,262.81 360 1-Apr-27 $449,064.84
6997550 LAGUNA NIGUEL CA 92677 SFD 8.500 8.234 $2,498.97 360 1-May-27 $324,604.83
6997552 NEENAH WI 54956 SFD 7.750 7.484 $1,812.16 360 1-Apr-27 $252,410.96
6997554 MORGAN HILL CA 95037 SFD 7.750 7.484 $2,257.77 360 1-Apr-27 $314,478.40
6997555 PISMO BEACH CA 93449 SFD 8.250 7.984 $2,073.50 360 1-May-27 $275,646.79
6997556 OVERLAND PARK KS 66221 SFD 8.000 7.734 $1,843.22 360 1-Apr-27 $250,690.96
6997557 ERIE PA 16505 SFD 8.250 7.984 $3,089.59 240 1-May-17 $361,402.47
6997558 BURNET TX 78611 SFD 8.875 8.609 $2,227.81 360 1-May-27 $279,684.88
6997560 OAK PARK IL 60302 SFD 8.375 8.109 $1,718.52 360 1-Apr-27 $225,675.46
6997563 CENTERVILLE MD 21644 SFD 8.125 7.859 $1,781.99 360 1-May-27 $239,684.96
6997564 MEDFORD MA 02155 SFD 7.625 7.359 $1,840.26 360 1-May-27 $259,622.45
6997565 GREENSBORO NC 27407 SFD 8.250 7.984 $1,682.84 360 1-May-27 $223,713.34
6997568 ALBANY CA 94706 LCO 8.250 7.984 $875.60 360 1-Mar-27 $115,441.36
6997572 CHICAGO IL 60657 SFD 7.875 7.609 $2,443.48 360 1-Mar-27 $336,063.16
6997573 WASHINGTON TWP NJ 07853 SFD 8.000 7.734 $1,702.33 360 1-Apr-27 $231,529.89
6997574 WASHINGTON TWP NJ 07854 SFD 8.375 8.109 $1,732.96 360 1-May-27 $227,715.59
6997577 CHINO HILLS CA 91709 SFD 8.250 7.984 $1,873.01 360 1-May-27 $248,993.94
6997578 SWANNANOA NC 28778 SFD 7.750 7.484 $1,579.69 360 1-Apr-27 $220,030.10
6997579 CHESTERFIELD VA 23832 SFD 8.125 7.859 $2,019.59 360 1-Apr-27 $271,462.61
6997580 LITTLETON CO 80124 SFD 7.875 7.609 $1,943.91 360 1-May-27 $267,631.95
6997584 OJAI CA 93023 SFD 8.375 8.109 $2,462.63 360 1-May-27 $323,595.83
6997586 SAN RAFAEL CA 94901 PUD 8.000 7.734 $1,834.41 360 1-May-27 $249,663.40
6997588 SAN DIEGO CA 92130 SFD 7.875 7.609 $2,177.02 360 1-May-27 $299,533.42
6997589 SAN DIEGO CA 92130 SFD 7.875 7.609 $2,297.02 360 1-May-27 $316,362.53
6997590 THOUSAND OAKS CA 91360 LCO 8.000 7.734 $2,166.81 360 1-Feb-27 $294,296.00
6997592 ANAHEIM CA 92808 SFD 7.500 7.234 $2,562.27 360 1-Mar-27 $363,833.10
6997593 RIVERSIDE CA 92503 SFD 8.500 8.234 $1,935.36 360 1-Apr-27 $251,239.29
6997594 CHARLOTTE NC 28270 SFD 8.500 8.234 $645.89 360 1-Apr-27 $83,846.25
6997596 SIMI VALLEY CA 93065 SFD 8.000 7.734 $1,843.22 360 1-Apr-27 $250,690.96
6997597 CARLSBAD CA 92009 LCO 8.375 8.109 $1,813.91 360 1-Apr-27 $238,201.89
6997598 SAN DIEGO CA 92131 SFD 7.875 7.609 $1,838.78 360 1-Jan-27 $252,535.48
6997600 MENDOTA HEIGHTS MN 55120 SFD 8.000 7.734 $1,849.09 360 1-Apr-27 $251,395.66
6997601 SAN DIEGO CA 92106 SFD 8.125 7.859 $2,221.55 360 1-May-27 $298,807.24
6997602 EL CAJON CA 92021 SFD 8.125 7.859 $2,492.93 360 1-May-27 $335,309.27
6997603 PARADISE VALLEY AZ 85253 SFD 8.000 7.734 $1,926.02 360 1-May-27 $262,131.59
6997609 GLEN ALLEN VA 23060 SFD 8.750 8.484 $2,753.45 360 1-Apr-27 $343,791.49
6997613 RIVERTON UT 84065 SFD 8.500 8.234 $3,014.14 360 1-May-27 $391,523.37
6997615 LIVERMORE CA 94550 SFD 7.500 7.234 $2,173.86 360 1-Apr-27 $310,203.46
6997616 SAN JOSE CA 95138 SFD 7.750 7.484 $2,865.65 360 1-Jan-27 $398,278.51
6997619 TEHACHAPI CA 93561 SFD 8.125 7.859 $2,346.29 360 1-Apr-27 $315,375.66
6997620 GRAND LAKE CO 80447 SFD 8.625 8.359 $762.23 360 1-May-27 $97,883.88
6997623 HEALDSBURG CA 95448 SFD 8.000 7.734 $2,714.93 360 1-Apr-27 $369,047.56
6997625 BURKE VA 22015 SFD 7.500 7.234 $1,617.28 360 1-May-27 $230,955.62
6997626 HOUSTON TX 77005 SFD 7.750 7.484 $2,865.65 360 1-May-27 $399,433.54
6997627 DAVIDSON NC 28036 SFD 8.000 7.734 $1,819.74 360 1-May-27 $247,666.07
6997633 CALABASAS CA 91302 SFD 8.000 7.734 $3,155.19 360 1-Apr-27 $429,128.65
6997637 GARDNERVILLE NV 89410 SFD 7.750 7.484 $2,285.35 360 1-May-27 $318,548.26
6997638 SAN JOSE CA 95138 SFD 7.750 7.484 $3,126.06 360 1-May-27 $435,732.07
6997639 MISSION VIEJO CA 92692 SFD 8.375 8.109 $1,832.15 360 1-Apr-27 $240,597.39
6997643 GRAYSLAKE IL 60030 SFD 8.250 7.984 $1,987.85 360 1-May-27 $264,261.40
6997645 SAN LUIS OBISPO CA 93405 SFD 8.000 7.734 $1,744.89 360 1-May-27 $237,479.82
6997648 MEDINA MN 55391 SFD 8.250 7.984 $1,915.73 360 1-May-27 $254,673.68
6997649 PARKER CO 80134 SFD 8.000 7.734 $1,966.49 360 1-Apr-27 $267,137.09
6997650 WESTMINISTER CO 80234 SFD 8.000 7.734 $1,644.40 360 1-May-27 $223,802.91
6997651 EL DORADO HILLS CA 95762 SFD 8.500 8.234 $3,460.11 360 1-Apr-27 $449,095.74
6997657 CARLSBAD CA 92009 SFD 8.750 8.484 $2,262.94 360 1-May-27 $287,317.81
6997658 SAN DIEGO CA 92128 SFD 7.875 7.609 $1,644.46 360 1-May-27 $226,486.81
6997660 WAYZATA MN 55391 SFD 8.375 8.109 $1,824.17 360 1-Apr-27 $239,549.36
6997663 SALT LAKE CITY UT 84105 SFD 8.375 8.109 $1,805.17 360 1-May-27 $237,203.73
6997665 WADDELL AZ 85355 SFD 8.000 7.734 $2,098.52 360 1-Apr-27 $285,413.45
6997670 MESA AZ 85215 SFD 7.875 7.609 $1,848.93 360 1-May-27 $254,647.87
6997671 SHOREVIEW MN 55126 SFD 8.125 7.859 $1,770.11 360 1-May-27 $238,072.05
6997672 LOS ANGELES CA 91302 SFD 7.625 7.359 $3,185.07 360 1-Apr-27 $448,855.41
6997674 BEVERLY HILLS CA 90210 SFD 8.625 8.359 $4,277.84 360 1-Apr-27 $549,018.84
6997675 SAN MARTIN CA 95046 SFD 8.375 8.109 $1,824.17 360 1-May-27 $239,700.62
6997677 SAN DIEGO CA 92130 SFD 7.125 6.859 $1,724.72 360 1-May-27 $255,589.34
6997679 GRANITE BAY CA 95746 SFD 8.250 7.984 $1,791.02 360 1-Apr-27 $237,940.79
6997680 SAN JOSE CA 95117 SFD 8.375 8.109 $2,523.44 360 1-May-27 $331,585.84
6997682 SAN JOSE CA 95138 SFD 8.250 7.984 $3,066.29 360 1-May-27 $407,627.69
6997688 COLORADO SPRINGS CO 80919 SFD 7.625 7.359 $1,942.89 360 1-May-27 $274,101.40
6997690 WARREN NJ 07059 SFD 8.625 8.359 $3,111.16 360 1-May-27 $399,525.98
6997693 BAYTOWN TWP MN 55082 SFD 8.125 7.859 $2,177.50 360 1-May-27 $292,882.02
6997694 MINNETRISTA MN 55364 SFD 8.250 7.984 $2,248.92 360 1-May-27 $298,966.91
6997696 SHARON MA 02067 SFD 7.875 7.609 $2,494.24 360 1-May-27 $343,524.97
6997699 COLUMBIA MD 21044 SFD 8.125 7.859 $1,725.56 360 1-Apr-27 $230,905.53
6997701 AVALON NJ 08202 SFD 7.375 7.109 $2,935.37 360 1-May-27 $424,351.23
6997703 SUNNYVALE CA 94086 SFD 8.000 7.734 $1,655.37 360 1-May-27 $225,212.93
6997704 PISMO BEACH CA 93449 SFD 8.125 7.859 $2,258.68 360 1-Apr-27 $303,598.97
6997705 KENSINGTON MD 20895 SFD 8.375 8.109 $2,736.26 360 1-May-27 $359,550.92
6997707 BARRINGTON IL 60010 SFD 8.250 7.984 $2,065.98 360 1-May-27 $274,648.09
6997708 OMAHA NE 68135 SFD 8.750 8.484 $1,237.87 360 1-May-27 $156,908.81
6997710 BELLINGHAM WA 98226 SFD 8.375 8.109 $2,186.27 360 1-May-27 $287,281.19
6997713 SOLANA BEACH CA 92075 SFD 8.375 8.109 $2,790.99 360 1-May-27 $366,741.93
6997714 MORGAN HILL CA 95037 SFD 8.125 7.859 $1,923.07 360 1-May-27 $258,660.01
6997716 PALATINE IL 60067 SFD 8.500 8.234 $1,691.61 360 1-May-27 $219,732.50
6997717 SIOUX FALLS SD 57101 SFD 8.500 8.234 $3,106.41 360 1-Apr-27 $403,162.94
6997743 TRACY CA 95376 SFD 8.250 7.984 $1,652.79 360 1-Dec-26 $218,997.48
6997745 ENCINITAS CA 92024 SFD 8.125 7.859 $2,554.19 360 1-Apr-27 $343,070.14
6997746 DEER HARBOR WA 98243 SFD 8.375 8.109 $1,884.98 360 1-May-27 $247,690.63
6997749 AGOURA HILLS CA 91301 SFD 8.500 8.234 $3,661.95 360 1-May-27 $475,670.93
6997750 SAN JOSE CA 95125 SFD 8.500 8.234 $2,460.52 360 1-May-27 $319,610.92
6997754 MITCHELLVILLE MD 20721 SFD 7.750 7.484 $1,732.11 360 1-May-27 $241,432.60
6997755 GRAND JUNCTION CO 81505 SFD 8.250 7.984 $2,854.81 360 1-May-27 $379,513.71
6997759 PRINCETON NJ 08540 SFD 8.125 7.859 $7,424.97 360 1-May-27 $998,687.29
6997761 DENVER CO 80220 SFD 8.375 8.109 $2,531.04 360 1-May-27 $332,584.60
6997762 MOORPARK CA 93021 SFD 8.250 7.984 $2,085.89 360 1-May-27 $277,294.69
6997764 MODESTO CA 95356 SFD 7.625 7.359 $2,151.69 360 1-May-27 $303,558.56
6997765 SANTA CLARITA CA 91350 SFD 8.250 7.984 $1,872.57 360 1-May-27 $248,936.03
6997766 HUNTINGTON BEACH CA 92648 SFD 8.500 8.234 $2,020.70 360 1-May-27 $262,480.47
6997767 PLEASANTON CA 94566 SFD 7.750 7.484 $3,724.63 360 1-Mar-27 $518,417.95
6997768 CRYSTAL LAKE IL 60013 SFD 8.125 7.859 $2,375.99 360 1-Apr-27 $319,367.77
6997773 HERNDON VA 20171 SFD 7.750 7.484 $1,819.69 360 1-May-27 $253,640.30
6997776 BOSTON MA 02116 LCO 7.875 7.609 $1,993.94 360 1-May-27 $274,620.26
6997780 LAKE ZURICH IL 60047 SFD 8.000 7.734 $2,048.67 360 1-May-27 $278,824.02
6997781 WILMETTE IL 60091 SFD 8.125 7.859 $3,118.49 360 1-May-27 $419,448.66
6997819 SAN JOSE CA 95138 SFD 7.750 7.484 $2,623.14 360 1-May-27 $365,631.49
6997851 HENDERSON NV 89014 PUD 8.375 8.109 $2,583.49 360 1-Aug-26 $337,493.22
6997852 CHICAGO IL 60657 MF3 8.250 7.984 $3,194.39 360 1-May-27 $424,655.86
6997854 MAMMOTH LAKES CA 93546 SFD 8.500 8.234 $1,270.25 360 1-May-27 $164,999.13
6997857 MONTGOMERY TWP NJ 08558 SFD 8.125 7.859 $1,744.87 360 1-May-27 $234,691.51
6997861 WOODMERE NY 11598 SFD 8.375 8.109 $744.87 360 1-May-27 $97,877.75
6997867 VISALIA CA 93277 SFD 8.625 8.359 $1,838.61 360 1-May-27 $236,108.87
6997868 UNION CITY CA 94587 SFD 8.500 8.234 $2,287.52 360 1-Jun-27 $297,319.77
6997870 PISCATAWAY NJ 08854 SFD 7.875 7.609 $2,098.71 360 1-May-27 $289,049.28
6997873 ENGLEWOOD CO 80111 SFD 7.750 7.484 $2,023.15 360 1-May-27 $282,000.08
6997874 SOMERSET TOWNSHIP WI 54082 SFD 8.125 7.859 $1,670.62 360 1-May-27 $224,704.64
6997875 LISLE IL 60532 SFD 8.125 7.859 $1,609.73 360 1-May-27 $216,414.74
6997886 SAN RAMON CA 94583 SFD 7.875 7.609 $2,330.01 360 1-May-27 $320,735.14
6997889 MANITOU SPRINGS CO 80829 SFD 8.250 7.984 $4,507.60 360 1-Apr-27 $598,844.29
6997890 NEWBURYPORT MA 01950 SFD 8.250 7.984 $1,852.06 360 1-May-27 $246,209.52
6997892 LAKEVILLE MN 55044 SFD 8.125 7.859 $1,924.55 360 1-May-27 $258,859.75
6997894 WASHINGTON DC 20037 SFD 8.500 8.234 $2,525.11 360 1-May-27 $328,000.71
6997896 MAHTOMEDI MN 55115 SFD 8.375 8.109 $1,824.17 360 1-May-27 $239,700.62
6997897 WILMETTE IL 60091 SFD 8.500 8.234 $1,895.37 360 1-May-27 $246,200.28
6997899 EDEN PRAIRIE MN 55347 SFD 7.750 7.484 $1,568.94 360 1-Apr-27 $218,533.30
6997904 POTTSTOWN PA 19464 SFD 8.000 7.734 $566.83 360 1-May-27 $77,145.99
6997909 PASADENA CA 91103 SFD 7.875 7.609 $2,900.28 360 1-May-27 $399,447.63
6997910 CLEAR LAKE CA 95423 SFD 9.000 8.734 $236.56 360 1-May-27 $29,367.76
6997912 VILLA PARK CA 92870 SFD 8.000 7.734 $3,228.56 360 1-Feb-27 $438,504.05
6997914 CASTRO VALLEY CA 94552 SFD 8.375 8.109 $2,116.04 360 1-May-27 $278,052.71
6997923 CANTON MA 02021 SFD 7.750 7.484 $2,445.34 360 1-May-27 $340,847.62
6997924 ALTADENA CA 91001 SFD 8.375 8.109 $2,565.24 360 1-Apr-27 $336,866.28
6997927 COLTS NECK NJ 07722 SFD 8.625 8.359 $3,994.73 360 1-May-27 $512,991.36
6997933 SIMI VALLEY CA 93065 SFD 7.875 7.609 $2,022.94 360 1-May-27 $278,512.92
6997935 SAN DIEGO CA 92130 SFD 7.750 7.484 $1,983.75 360 1-Apr-27 $276,309.89
6997936 CASTRO VALLEY CA 94552 SFD 8.250 7.984 $1,905.21 360 1-May-27 $253,275.47
6997948 AUDUBON PA 19403 SFD 8.250 7.984 $1,690.35 360 1-May-27 $224,712.07
6997955 WINDER GA 30680 SFD 8.000 7.734 $2,494.80 360 1-Apr-27 $339,311.03
6997963 PARK CITY UT 84060 LCO 8.375 8.109 $2,531.04 360 1-May-27 $332,560.56
6997970 NORTH OAKS MN 55127 SFD 8.125 7.859 $3,754.07 360 1-May-27 $504,936.28
6997977 VIENNA VA 22180 SFD 7.750 7.484 $2,017.42 360 1-May-27 $281,201.21
6997980 CORONADO CA 92118 SFD 8.125 7.859 $2,969.99 360 1-May-27 $399,474.91
6997981 LUBBOCK TX 79416 SFD 8.750 8.484 $1,363.94 360 1-Mar-27 $172,971.62
6997983 SAN JOSE CA 95135 LCO 8.500 8.234 $1,722.37 360 1-Jun-27 $223,714.30
6997985 PALATINE IL 60067 SFD 8.125 7.859 $3,341.24 360 1-Apr-27 $449,110.91
6997989 LEXINGTON KY 40515 SFD 8.000 7.734 $1,705.27 360 1-Jun-27 $232,244.06
6997990 OMAHA NE 68130 SFD 8.250 7.984 $3,005.07 360 1-May-27 $399,488.11
6997992 FAIRFAX STATION VA 22039 SFD 7.875 7.609 $2,192.61 360 1-May-27 $301,982.41
6997993 BOALSBURG PA 16827 SFD 8.500 8.234 $2,512.04 360 1-Jun-27 $326,502.08
6997994 RAMSEY MN 55303 SFD 8.375 8.109 $1,983.79 360 1-Jun-27 $260,837.77
6997995 OLATHE KS 66061 SFD 7.875 7.609 $2,416.29 360 1-May-27 $332,789.82
6997998 CARLSBAD CA 92008 SFD 8.875 8.609 $2,609.72 360 1-May-27 $327,630.86
6997999 CHARLOTTE NC 28210 SFD 8.000 7.734 $2,091.23 360 1-May-27 $284,616.27
6998004 BELMONT CA 94002 SFD 8.250 7.984 $2,625.46 360 1-May-27 $349,023.77
6998005 CHINO HILLS CA 91709 SFD 8.625 8.359 $1,866.70 360 1-May-27 $239,715.58
6998007 SIMI VALLEY CA 93065 SFD 7.875 7.609 $1,740.17 360 1-May-27 $239,668.58
6998008 PLEASANTON CA 94566 SFD 8.250 7.984 $2,978.77 360 1-May-27 $395,992.60
6998012 HAMILTON VA 23411 SFD 8.000 7.734 $1,638.13 360 1-May-27 $222,949.40
6998014 EDEN PRAIRIE MN 55347 SFD 8.250 7.984 $3,177.86 360 1-Jun-27 $422,730.27
6998015 MENDOTA HEIGHTS MN 55118 SFD 8.375 8.109 $1,900.18 360 1-Jun-27 $249,844.61
6998016 WALNUT CREEK CA 94596 SFD 8.500 8.234 $2,398.70 360 1-Jun-27 $311,771.02
6998017 YORBA LINDA CA 92887 SFD 8.125 7.859 $2,019.59 360 1-May-27 $271,642.95
6998025 WILMINGTON NC 28405 SFD 8.250 7.984 $2,090.93 360 1-Jun-27 $278,142.52
6998028 NORTH ANDOVER MA 01845 SFD 7.875 7.609 $2,511.64 360 1-May-27 $345,921.66
6998029 CINCINNATI OH 45226 SFD 8.000 7.734 $2,259.99 360 1-Jun-27 $307,793.34
6998030 WEST LAFAYETTE IN 47906 SFD 8.250 7.984 $2,467.91 360 1-May-27 $328,079.62
6998034 ISSAQUAH WA 98027 SFD 8.000 7.734 $2,491.86 360 1-May-27 $339,142.76
6998035 SCOTCH PLAINS TWP NJ 07076 SFD 8.250 7.984 $1,630.25 360 1-May-27 $216,722.30
6998038 ALPINE CA 91901 SFD 8.000 7.734 $2,421.42 360 1-May-27 $329,555.68
6998039 TEMECULA CA 92590 SFD 8.125 7.859 $2,672.99 360 1-May-27 $359,527.43
6998044 OAKTON VA 22124 SFD 8.625 8.359 $1,991.14 360 1-May-27 $255,596.36
6998048 PLYMOUTH MN 55441 SFD 7.875 7.609 $1,933.76 360 1-May-27 $266,331.71
6998055 WOODINVILLE WA 98072 SFD 8.125 7.859 $2,116.12 360 1-May-27 $284,625.88
6998056 ARMONK NY 10504 SFD 8.500 8.234 $768.91 360 1-May-27 $99,290.32
6998059 COLORADO SPRINGS CO 80906 SFD 8.250 7.984 $2,593.52 360 1-May-27 $344,647.65
6998064 WEST LINN OR 97068 SFD 8.375 8.109 $3,800.36 360 1-May-27 $499,376.27
6998069 LEESBURG VA 20175 SFD 8.000 7.734 $1,944.48 360 1-May-27 $264,139.85
6998070 BETHESDA MD 20817 SFD 7.750 7.484 $1,748.05 360 1-May-27 $243,654.45
6998074 EDEN PRAIRE MN 55346 SFD 8.500 8.234 $2,011.48 360 1-Jun-27 $261,441.52
6998075 SAN FRANCISCO CA 94107 LCO 8.500 8.234 $2,366.28 360 1-May-27 $307,368.82
6998076 PHOENIX AZ 85016 PUD 8.125 7.859 $4,826.23 360 1-Jun-27 $649,574.81
6998079 CHATSWORTH CA 91311 SFD 8.500 8.234 $1,789.26 360 1-May-27 $232,417.06
6998082 SCOTTSDALE AZ 85260 SFD 8.625 8.359 $2,488.93 360 1-Jun-27 $319,811.07
6998086 SAN JUAN CAPISTRA CA 92675 SFD 8.625 8.359 $2,955.60 360 1-May-27 $379,549.69
6998087 CLAYTON CA 94517 SFD 8.125 7.859 $2,596.88 360 1-Mar-27 $348,808.31
6998088 APPLETON WI 54915 SFD 8.750 8.484 $2,775.48 360 1-May-27 $352,392.56
6998092 CORONADO CA 92118 SFD 8.125 7.859 $4,826.23 360 1-Jun-27 $649,574.81
6998098 WYCKOFF NJ 07481 SFD 8.500 8.234 $2,614.31 360 1-Jun-27 $339,794.02
6998101 AUSTIN TX 78746 SFD 8.250 7.984 $2,584.36 360 1-May-27 $343,559.77
6998111 FREMONT CA 94539 SFD 8.000 7.734 $3,081.81 360 1-Jun-27 $419,718.19
6998114 GOLDEN VALLEY MN 55426 SFD 8.500 8.234 $2,691.20 360 1-May-27 $349,574.43
6998116 MARBLEHEAD MA 01945 SFD 8.125 7.859 $1,930.49 360 1-Jun-27 $259,829.93
6998118 WINCHESTER MA 01890 SFD 7.625 7.359 $2,123.38 360 1-Jun-27 $299,782.87
6998121 ST. CHARLES IL 60174 PUD 8.125 7.859 $1,781.99 360 1-Jun-27 $239,843.01
6998122 MAPLE GROVE MN 55311 SFD 8.375 8.109 $1,998.99 360 1-Jun-27 $262,836.53
6998123 EDINA MN 55436 SFD 8.000 7.734 $2,201.29 360 1-Jun-27 $299,798.71
6998127 INDIANAPOLIS IN 46250 SFD 8.250 7.984 $1,953.29 360 1-May-27 $259,667.28
6998128 ANAHEIM CA 92807 SFD 8.375 8.109 $4,682.04 360 1-Jun-27 $615,617.13
6998131 HOUSTON TX 77055 SFD 8.250 7.984 $2,043.45 360 1-Jun-27 $271,826.55
6998133 CHEHALIS WA 98532 SFD 8.250 7.984 $2,028.42 360 1-May-27 $269,654.48
6998134 DALLAS TX 75205 SFD 7.750 7.484 $3,582.06 360 1-May-27 $499,291.94
6998135 DES MOINES WA 98198 SFD 8.000 7.734 $1,994.37 360 1-May-27 $271,407.20
6998140 MOUNT KISCO NY 10549 SFD 7.875 7.609 $2,900.28 360 1-May-27 $399,447.63
6998151 MARBLEHEAD MA 01945 SFD 7.750 7.484 $2,235.21 360 1-May-27 $311,558.16
6998153 SOUTH BARRINGTON IL 60010 SFD 8.250 7.984 $2,854.82 360 1-Jun-27 $379,757.68
6998154 PLYMOUTH MN 55447 SFD 8.250 7.984 $1,772.99 360 1-Jun-27 $235,849.50
6998166 PARK RIDGE IL 60068 SFD 8.000 7.734 $1,614.28 360 1-Jun-27 $219,852.39
6998167 WOODBURY MN 55125 SFD 8.125 7.859 $2,227.49 360 1-Jun-27 $299,803.76
6998169 REDWOOD CITY CA 94065 LCO 8.500 8.234 $1,865.08 360 1-Jun-27 $242,413.05
6998172 MONTVILLE NJ 07045 LCO 8.250 7.984 $1,953.29 360 1-May-27 $259,667.28
6998178 ROSEVILLE CA 95661 SFD 8.125 7.859 $2,086.42 360 1-Apr-27 $280,444.81
6998179 SAN JOSE CA 95120 SFD 8.000 7.734 $2,935.06 360 1-May-27 $399,461.43
6998192 ALBANY CA 94706 LCO 8.375 8.109 $788.50 360 1-May-27 $103,610.59
6998198 BEDMINSTER NJ 07921 PUD 8.875 8.609 $2,076.63 360 1-Jun-27 $260,853.68
6998199 KEY LARGO FL 33037 SFD 8.500 8.234 $6,535.76 360 1-Jul-27 $850,000.00
6998201 LAGUNA NIGUEL CA 92677 SFD 8.375 8.109 $2,401.83 360 1-May-27 $315,605.72
6998203 PENDLETON OR 97801 SFD 8.125 7.859 $2,375.99 360 1-Jun-27 $319,790.68
6998205 HERRIMAN UT 84065 SFD 8.750 8.484 $2,635.45 360 1-Jun-27 $334,807.26
6998206 LONG BEACH CA 90803 SFD 8.125 7.859 $1,885.94 360 1-May-27 $253,666.58
6998223 ROCKVILLE MD 20852 SFD 7.750 7.484 $2,547.56 360 1-Jun-27 $355,349.02
6998225 BREWSTER NY 10509 SFD 8.125 7.859 $2,227.49 360 1-Jun-27 $299,803.76
6998227 YARDLEY PA 19067 SFD 8.250 7.984 $826.39 360 1-Jun-27 $109,929.86
6998230 HERNDON VA 20171 SFD 7.500 7.234 $1,922.84 360 1-Jun-27 $274,795.91
6998231 MCLEAN VA 22101 SFD 8.250 7.984 $1,990.86 360 1-Jun-27 $264,831.02
6998234 SADDLE RIVER NJ 07458 SFD 8.500 8.234 $6,612.66 360 1-Jun-27 $859,479.01
6998236 SANTA ANA CA 92705 SFD 8.375 8.109 $4,444.90 360 1-May-27 $584,070.50
6998237 SANTA ANA CA 92705 SFD 8.375 8.109 $3,184.70 360 1-May-27 $418,477.32
6998242 GRAYSLAKE IL 60030 SFD 8.750 8.484 $2,267.44 360 1-Jun-27 $288,056.18
6998245 MORGAN HILL CA 95037 SFD 8.000 7.734 $2,224.26 360 1-May-27 $302,721.86
6998246 SEATTLE WA 98112 SFD 8.125 7.859 $2,988.55 360 1-Jun-27 $402,236.71
6998247 NEWPORT BEACH CA 92663 SFD 8.000 7.734 $3,045.12 360 1-May-27 $414,441.24
6998248 MONROVIA CA 91016 SFD 8.000 7.734 $1,951.81 360 1-Jun-27 $265,821.52
6998250 CASTRO VALLEY CA 94552 PUD 8.000 7.734 $1,868.16 360 1-Jun-27 $254,429.17
6998253 INDEPENDENCE MN 55447 SFD 8.125 7.859 $3,712.49 360 1-May-27 $499,343.64
6998255 LITTLETON CO 80126 SFD 8.375 8.109 $2,073.48 360 1-May-27 $272,459.69
6998256 MORRISON CO 80465 SFD 8.500 8.234 $1,719.68 360 1-May-27 $223,378.06
6998258 WOODBURY MN 55129 SFD 8.375 8.109 $2,707.76 360 1-May-27 $355,058.45
6998261 CARY IL 60013 SFD 7.875 7.609 $2,056.30 360 1-Jun-27 $283,404.83
6998265 OVIEDO FL 32765 SFD 7.875 7.609 $1,913.60 360 1-May-27 $263,555.56
6998269 SUTTON MA 01590 SFD 8.250 7.984 $1,637.76 360 1-May-27 $217,519.65
6998272 CHATHAM NJ 07928 SFD 7.875 7.609 $1,867.05 360 1-Jun-27 $257,322.79
6998274 SAN JOSE CA 95135 SFD 8.375 8.109 $2,697.46 360 1-Jun-27 $354,674.41
6998281 HONOLULU HI 96816 SFD 8.375 8.109 $2,120.60 360 1-May-27 $278,651.97
6998290 ALAMEDA CA 94502 SFD 8.500 8.234 $2,748.10 360 1-Jun-27 $357,183.00
6998319 EASTON PA 18042 SFD 8.250 7.984 $1,840.60 360 1-May-27 $244,520.35
6998320 HAM LAKE MN 55304 SFD 8.375 8.109 $1,786.17 360 1-Jun-27 $234,409.58
6998321 BLOOMINGTON MN 55437 SFD 8.250 7.984 $1,690.35 360 1-Jun-27 $224,856.53
6998323 SAN ANTONIO TX 78257 PUD 8.250 7.984 $3,343.14 360 1-May-27 $444,430.52
6998324 GUTTENBERG NJ 07093 LCO 8.500 8.234 $1,433.25 360 1-Apr-27 $186,058.84
6998333 CORONADO CA 92118 SFD 7.750 7.484 $2,020.28 360 1-Jun-27 $281,800.97
6998340 CHAPEL HILL NC 27514 SFD 7.875 7.609 $2,537.74 360 1-Jun-27 $349,759.14
6998343 SIOUX CITY IA 51104 SFD 8.625 8.359 $2,240.03 360 1-May-27 $287,658.72
6998351 VICTORIA MN 55386 SFD 8.000 7.734 $1,693.90 360 1-May-27 $230,453.90
6998353 EDEN PARIRIE MN 55346 SFD 8.125 7.859 $2,286.89 360 1-Jun-27 $307,798.53
6998358 BRENTWOOD CA 94513 SFD 8.500 8.234 $2,691.20 360 1-May-27 $349,574.43
6998359 ALBUQUERQUE NM 87110 SFD 8.500 8.234 $2,311.35 360 1-May-27 $300,234.51
6998361 LOVELAND CO 80537 SFD 8.250 7.984 $1,757.96 360 1-May-27 $233,700.55
6998372 HASTINGS NY 10706 LCO 8.000 7.734 $2,494.80 360 1-Jun-27 $339,771.87
6998376 SAN DIEGO CA 92130 SFD 8.375 8.109 $934.89 360 1-May-27 $122,846.56
6998378 PORTLAND OR 97201 SFD 8.500 8.234 $2,054.54 360 1-May-27 $266,875.11
6998380 RENO NV 89511 SFD 8.875 8.609 $5,171.69 360 1-Jun-27 $649,635.60
6998384 FAYETTEVILLE GA 30214 PUD 8.250 7.984 $1,794.96 360 1-Jun-27 $238,772.65
6998389 RESTON VA 22094 SFD 7.750 7.484 $1,756.64 360 1-Jun-27 $245,026.94
6998391 ROCHESTER MN 55902 SFD 8.125 7.859 $2,071.57 360 1-Jun-27 $278,817.49
6998396 EDEN PRAIRIE MN 55347 SFD 8.375 8.109 $2,119.08 360 1-Jun-27 $278,626.71
6998400 CEDAR GROVE NJ 07009 LCO 8.625 8.359 $2,527.04 360 1-Jun-27 $324,708.18
6998405 STERLING VA 20165 SFD 7.875 7.609 $2,281.68 360 1-Jun-27 $314,468.44
6998417 WILMINGTON DE 19807 SFD 7.500 7.234 $2,138.90 360 1-May-27 $305,444.54
6998421 SEATTLE WA 98199 SFD 7.750 7.484 $2,977.41 360 1-Jun-27 $415,306.67
6998423 KIRKLAND WA 98033 SFD 8.375 8.109 $2,094.95 360 1-Jun-27 $275,453.68
6998428 AURORA CO 80016 SFD 7.125 6.859 $1,576.50 360 1-Apr-27 $233,435.29
6998431 FAIRFAX VA 22031 SFD 8.000 7.734 $1,904.12 360 1-Jun-27 $259,325.88
6998436 LOS ANGELES CA 91401 SFD 8.250 7.984 $1,676.83 360 1-Jun-27 $223,057.67
6998438 ST LOUIS MO 63128 SFD 8.500 8.234 $2,019.01 360 1-May-27 $262,260.73
6998443 LIVERMORE CA 94550 SFD 7.750 7.484 $3,126.42 360 1-Jun-27 $436,092.00
6998445 CHADDS FORD PA 19317 SFD 7.750 7.484 $2,149.24 360 1-Jun-27 $299,788.26
6998446 BAKERSFIELD CA 93312 SFD 7.875 7.609 $1,776.42 360 1-Jun-27 $244,831.39
6998448 ORONO MN 55356 SFD 8.375 8.109 $1,938.18 360 1-Jun-27 $254,841.51
6998449 LAS CRUCES NM 88011 SFD 8.250 7.984 $1,675.32 360 1-Jun-27 $222,857.81
6998453 SILVER SPRING MD 20905 SFD 8.375 8.109 $3,164.56 360 1-Jun-27 $416,091.22
6998456 CEDAR RAPIDS IA 52411 SFD 8.000 7.734 $2,201.29 360 1-May-27 $299,596.08
6998461 SCOTTSDALE AZ 85254 SFD 8.125 7.859 $3,266.99 360 1-Jun-27 $439,712.18
6998462 KEYSTONE CO 80435 SFD 8.000 7.734 $3,668.82 360 1-May-27 $499,326.79
6998470 LOS ANGELES CA 90031 SFD 7.750 7.484 $2,149.24 360 1-Mar-27 $299,144.80
6998475 COLORADO SPRINGS CO 80906 SFD 8.250 7.984 $2,893.88 360 1-May-27 $384,707.05
6998476 MCGREGOR TX 76657 SFD 8.250 7.984 $3,380.70 360 1-May-27 $449,424.13
6998477 GRANDBY CT 06035 SFD 8.625 8.359 $3,328.94 360 1-Jun-27 $427,747.31
6998478 DENMARK TOWNSHIP MN 55033 SFD 8.250 7.984 $1,826.70 360 1-May-27 $242,838.56
6998480 LITTLETON CO 80122 PUD 8.000 7.734 $2,201.29 360 1-May-27 $298,792.04
6998482 ANNANDALE VA 22003 SFD 7.500 7.234 $1,608.19 360 1-Jun-27 $229,829.31
6998484 BARRINGTON IL 60010 SFD 8.250 7.984 $2,253.80 360 1-Jun-27 $299,808.70
6998485 BLAINE MN 55449 SFD 8.250 7.984 $2,169.29 360 1-Jul-27 $288,750.00
6998486 NAPERVILLE IL 60565 SFD 8.250 7.984 $1,934.52 360 1-Jun-27 $257,335.79
6998493 LOS ANGELES CA 90036 SFD 8.000 7.734 $1,731.68 360 1-May-27 $235,682.25
6998494 LOMPOC CA 93436 SFD 8.000 7.734 $2,760.42 360 1-May-27 $375,693.48
6998495 FREMONT CA 94536 SFD 8.250 7.984 $2,559.29 360 1-Jun-27 $340,446.78
6998496 SAN CARLOS CA 94070 SFD 8.125 7.859 $2,077.14 360 1-Jul-27 $279,750.00
6998497 FAIR HAVEN NJ 07704 SFD 7.875 7.609 $2,066.45 360 1-Jun-27 $284,803.86
6998498 MIDDLETOWN NJ 07760 SFD 8.375 8.109 $2,432.23 360 1-Jun-27 $319,801.10
6998501 ANNAPOLIS MD 21403 LCO 7.875 7.609 $2,813.27 360 1-May-27 $387,464.21
6998503 EL CAJON CA 92021 SFD 8.625 8.359 $2,333.37 360 1-May-27 $299,644.49
6998506 SAN JOSE CA 95125 SFD 8.250 7.984 $3,666.18 360 1-Jun-27 $487,688.82
6998507 SAN JOSE CA 95138 SFD 8.125 7.859 $2,210.79 360 1-Jul-27 $297,750.00
6998508 SAN JOSE CA 95138 SFD 8.125 7.859 $1,906.73 360 1-Jul-27 $256,800.00
6998509 TUSTIN RANCH CA 92782 SFD 8.125 7.859 $1,817.63 360 1-Jun-27 $244,639.87
6998511 GREEN VALLEY AZ 85614 SFD 8.250 7.984 $2,141.11 360 1-Jun-27 $284,818.27
6998513 TONKA BAY MN 55311 SFD 8.250 7.984 $1,863.14 360 1-Jun-27 $247,841.86
6998516 ROCKVILLE CENTRE NY 11570 SFD 8.500 8.234 $938.07 360 1-Jun-27 $121,926.10
6998517 LITTLETON CO 80120 SFD 8.375 8.109 $1,740.57 360 1-Jun-27 $228,857.66
6998518 MANCHESTER MA 01944 SFD 8.375 8.109 $2,280.22 360 1-Jun-27 $299,813.53
6998520 LAS VEGAS NV 89110 SFD 8.375 8.109 $2,580.45 360 1-Jun-27 $339,288.98
6998522 RENO NV 89509 SFD 7.875 7.609 $2,336.17 360 1-Jun-27 $321,978.27
6998528 FORT WORTH TX 76132 SFD 8.125 7.859 $2,509.64 360 1-Jun-27 $337,778.90
6998530 NEWPORT BEACH CA 92660 SFD 8.000 7.734 $2,733.27 360 1-Jun-27 $372,250.06
6998531 TACOMA WA 98422 SFD 8.500 8.234 $1,826.17 360 1-Jun-27 $237,356.12
6998533 SEASIDE OR 97138 SFD 8.500 8.234 $2,029.93 360 1-Jul-27 $264,000.00
6998534 ORONO MN 55391 SFD 8.625 8.359 $3,266.72 360 1-Jun-27 $419,752.03
6998535 DOYLESTOWN PA 18901 SFD 7.750 7.484 $1,934.31 360 1-Jun-27 $269,809.44
6998536 PARK CITY UT 84060 LCO 8.750 8.484 $3,492.95 360 1-Jun-27 $443,744.55
6998539 MOUNT KISCO NY 10549 SFD 7.500 7.234 $3,195.41 360 1-Jun-27 $456,660.84
6998541 RANCHO MIRAGE CA 92270 SFD 8.375 8.109 $1,197.11 360 1-Jun-27 $157,402.11
6998544 SAN DIEGO CA 92116 SFD 8.000 7.734 $1,755.16 360 1-Jun-27 $239,039.51
6998545 WOODLAND HILLS CA 91364 SFD 8.250 7.984 $2,961.12 360 1-Jun-27 $393,898.66
6998547 COLLEGE STATION TX 77845 SFD 8.625 8.359 $1,802.92 360 1-Jun-27 $231,663.14
6998549 ORONO MN 55356 SFD 8.250 7.984 $4,319.78 360 1-May-27 $574,264.17
6998550 PLYMOUTH MN 55446 SFD 8.375 8.109 $1,787.69 360 1-Jun-27 $235,053.81
6998551 SHOREWOOD MN 55331 SFD 8.250 7.984 $2,863.16 360 1-Jul-27 $381,111.00
6998552 CORONADO CA 92118 SFD 8.000 7.734 $2,935.06 360 1-Jun-27 $399,731.61
6998554 CHEVY CHASE MD 20815 SFD 8.000 7.734 $3,081.81 360 1-Jun-27 $419,718.19
6998557 LAS VEGAS NV 89128 SFD 8.500 8.234 $2,393.24 360 1-May-27 $310,871.56
6998558 MINNEAPOLIS MN 55410 SFD 8.250 7.984 $2,085.52 360 1-Jul-27 $277,600.00
6998560 SACRAMENTO CA 95819 SFD 8.000 7.734 $2,356.49 360 1-May-27 $320,717.58
6998561 SACRAMENTO CA 95819 SFD 8.125 7.859 $2,672.99 360 1-Jun-27 $359,764.51
6998564 ALPHARETTA GA 30202 SFD 8.375 8.109 $2,356.22 360 1-May-27 $309,613.30
6998565 WOODCLIFF LAKE NJ 07675 SFD 8.375 8.109 $2,584.25 360 1-Jun-27 $339,788.67
6998567 MADISON NJ 07940 SFD 7.625 7.359 $2,839.67 360 1-Jul-27 $401,200.00
6998571 MERION PA 19066 SFD 7.500 7.234 $2,125.61 360 1-Jul-27 $304,000.00
6998572 MARLBORO TWP NJ 07733 SFD 8.250 7.984 $2,253.80 360 1-Jun-27 $299,808.70
6998576 ANCHORAGE AK 99516 SFD 8.375 8.109 $2,065.12 360 1-Jun-27 $271,531.12
6998580 CLAYTON MO 63105 SFD 8.250 7.984 $3,155.32 360 1-Jun-27 $419,732.18
6998582 MOUNT KISCO NY 10549 SFD 8.250 7.984 $1,848.12 360 1-Jun-27 $245,843.13
6998587 COLORADO SPRINGS CO 80919 SFD 8.000 7.734 $1,666.01 360 1-Jun-27 $226,897.66
6998589 SAVANNAH GA 31410 SFD 8.750 8.484 $2,478.11 360 1-Jun-27 $314,818.77
6998590 ATLANTA GA 30306 SFD 8.000 7.734 $1,981.16 360 1-Jun-27 $269,818.84
6998591 COAST (AREA) CA 92667 SFD 8.500 8.234 $2,401.32 360 1-May-27 $311,920.26
6998593 FOUNTAIN VALLEY CA 92708 SFD 8.375 8.109 $1,710.16 360 1-Jul-27 $225,000.00
6998595 SHERWOOD OR 97140 SFD 8.000 7.734 $2,935.06 360 1-Jun-27 $399,731.61
6998597 SHREWSBURY MA 01545 SFD 7.875 7.609 $2,090.38 360 1-Jun-27 $288,101.59
6998598 AUSTIN TX 78734 PUD 8.625 8.359 $2,695.04 360 1-Jun-27 $346,295.43
6998605 FALLS CHURCH VA 22046 SFD 8.375 8.109 $2,189.01 360 1-Jun-27 $287,820.99
6998607 DARNESTOWN MD 20878 SFD 8.000 7.734 $2,201.29 360 1-Jun-27 $299,798.71
6998608 LINO LAKES MN 55038 SFD 8.250 7.984 $2,283.85 360 1-Jun-27 $303,790.00
6998610 EUGENE OR 97401 SFD 8.375 8.109 $2,017.99 360 1-Jul-27 $265,500.00
6998611 TUCSON AZ 85750 SFD 8.500 8.234 $2,191.40 360 1-May-27 $284,653.48
6998614 OLNEY MD 20832 SFD 8.125 7.859 $1,764.17 360 1-Jun-27 $237,444.58
6998615 SOUTH JORDAN UT 84095 SFD 7.750 7.484 $1,122.98 360 1-Mar-27 $156,303.15
6998617 MAHWAH TOWNSHIP NJ 07430 SFD 8.375 8.109 $2,280.22 360 1-Apr-27 $299,436.68
6998618 OMAHA NE 68132 SFD 8.250 7.984 $2,163.35 360 1-May-27 $287,591.49
6998619 SEATTLE WA 98115 SFD 8.000 7.734 $1,761.04 360 1-May-27 $239,628.87
6998620 ORANGE CA 92869 SFD 8.000 7.734 $3,281.40 360 1-Jul-27 $447,200.00
6998622 EASTHAMPTON NY 11937 SFD 8.000 7.734 $2,568.18 360 1-Jun-27 $349,765.15
6998624 SAN RAMON CA 94583 SFD 8.125 7.859 $1,942.78 360 1-Jul-27 $261,655.00
6998625 OCEANPORT NJ 07757 SFD 7.750 7.484 $2,607.74 360 1-Jun-27 $363,743.09
6998626 HILTON HEAD ISLAN SC 29926 SFD 8.375 8.109 $2,888.27 360 1-Jul-27 $380,000.00
6998627 BERKELEY HEIGHTS NJ 07922 SFD 8.375 8.109 $2,774.26 360 1-Jul-27 $365,000.00
6998628 WALNUT CREEK CA 94595 SFD 8.250 7.984 $2,107.30 360 1-Jun-27 $280,321.14
6998629 CHARLOTTE NC 28207 SFD 8.250 7.984 $2,208.72 360 1-May-27 $293,623.66
6998630 PORTLAND OR 97236 SFD 8.375 8.109 $2,128.20 360 1-Jun-27 $279,825.97
6998631 WOODBURY MN 55125 SFD 8.625 8.359 $2,611.04 360 1-Jun-27 $335,501.80
6998632 ALPINE UT 84004 SFD 8.375 8.109 $2,277.25 360 1-Jun-27 $299,423.78
6998633 EVERETT WA 98208 SFD 7.750 7.484 $1,554.61 360 1-Jul-27 $217,000.00
6998634 DEL MAR CA 92014 SFD 8.625 8.359 $2,870.04 360 1-May-27 $368,562.73
6998635 SAN FRANCISCO CA 94107 LCO 8.375 8.109 $1,875.48 360 1-Jun-27 $246,596.63
6998636 SAN LUIS OBISPO CA 93401 SFD 8.250 7.984 $2,884.86 360 1-Jul-27 $384,000.00
6998637 MENLO PARK CA 94025 SFD 8.125 7.859 $2,969.99 360 1-May-27 $399,474.91
6998639 SAN JOSE CA 95138 SFD 8.375 8.109 $2,292.38 360 1-Jul-27 $301,600.00
6998642 NORTH ANDOVER MA 01845 SFD 8.125 7.859 $1,998.06 360 1-Jun-27 $268,923.97
6998643 ESCONDIDO CA 92025 SFD 7.875 7.609 $2,355.03 360 1-Jun-27 $324,576.47
6998645 SILVER SPRING MD 20910 SFD 8.000 7.734 $1,631.16 360 1-Jun-27 $222,069.28
6998646 POTOMAC MD 20854 SFD 8.250 7.984 $3,080.19 360 1-Jul-27 $410,000.00
6998647 RIDGEWOOD NJ 07450 SFD 8.375 8.109 $2,432.23 360 1-Jun-27 $319,801.10
6998648 NORTH CANTON OH 44721 SFD 8.375 8.109 $1,744.37 360 1-Jun-27 $229,357.35
6998649 BIG SKY MT 59716 SFD 8.750 8.484 $2,819.53 360 1-Jun-27 $358,193.80
6998650 GRAND JUNCTION CO 81503 SFD 8.250 7.984 $3,245.47 360 1-May-27 $431,447.17
6998651 SHOREWOOD MN 55331 SFD 7.750 7.484 $4,656.68 360 1-May-27 $649,079.51
6998652 BLOOMINGTON MN 55438 SFD 8.250 7.984 $1,727.16 360 1-Jul-27 $229,900.00
6998654 MESA AZ 85207 SFD 8.250 7.984 $788.83 360 1-Jun-27 $104,933.05
6998655 ATHENS GA 30606 SFD 8.125 7.859 $2,472.52 360 1-Jun-27 $332,782.17
6998656 ESSEX FELLS NJ 07021 SFD 8.375 8.109 $3,017.49 360 1-Jul-27 $397,000.00
6998661 EAST HANOVER TWP NJ 07936 SFD 7.750 7.484 $2,435.09 360 1-Jun-27 $339,660.10
6998662 PARSIPPANY NJ 07054 SFD 8.250 7.984 $1,391.72 360 1-Jul-27 $185,250.00
6998668 BRENTWOOD CA 94513 SFD 8.000 7.734 $1,623.45 360 1-Jun-27 $221,101.55
6998669 REDONDO BEACH CA 90278 LCO 8.750 8.484 $2,618.93 360 1-Jun-27 $332,708.47
6998670 NORTH LAS VEGAS NV 89031 SFD 8.375 8.109 $2,468.71 360 1-Jul-27 $324,800.00
6998671 LOS ANGELES CA 91342 SFD 8.875 8.609 $1,853.85 360 1-May-27 $232,737.79
6998674 LOS GATOS CA 95030 SFD 8.000 7.734 $2,568.18 360 1-Jul-27 $350,000.00
6998675 MORGAN HILL CA 95037 SFD 7.875 7.609 $2,359.01 360 1-Jul-27 $325,350.00
6998677 COLORADO SPRINGS CO 80906 SFD 7.750 7.484 $2,349.83 360 1-Jun-27 $327,768.50
6998679 CRANFORD NJ 07016 SFD 8.125 7.859 $1,930.49 360 1-Jul-27 $260,000.00
6998680 CHAPEL HILL NC 27516 SFD 8.250 7.984 $2,028.42 360 1-Jun-27 $269,827.83
6998682 ANDOVER MA 01810 SFD 7.875 7.609 $2,175.21 360 1-Jun-27 $299,793.54
6998684 COUNCIL BLUFFS IA 51503 SFD 8.250 7.984 $1,727.91 360 1-Jul-27 $230,000.00
6998686 MINNEAPOLIS MN 55416 SFD 8.000 7.734 $1,834.41 360 1-Jun-27 $249,832.26
6998687 SHOREWOOD MN 55331 SFD 8.250 7.984 $1,051.02 360 1-Jun-27 $139,810.79
6998689 LITTLETON CO 80127 SFD 8.875 8.609 $2,679.73 360 1-Jun-27 $336,611.19
6998690 WASHINGTON DC 20015 SFD 8.375 8.109 $2,189.01 360 1-Jun-27 $287,820.99
6998691 ESCONDIDO CA 92026 SFD 8.250 7.984 $1,927.00 360 1-Jun-27 $256,336.44
6998692 CHAPEL HILL NC 27514 SFD 8.000 7.734 $2,201.29 360 1-May-27 $299,596.08
6998694 MEMPHIS TN 38111 SFD 8.375 8.109 $3,392.96 360 1-Jul-27 $446,400.00
6998695 TONKA BAY MN 55331 SFD 7.875 7.609 $3,117.80 360 1-Jul-27 $430,000.00
6998697 ISSAQUAH WA 98029 SFD 8.125 7.859 $3,014.54 360 1-Jul-27 $406,000.00
6998698 BELLEVUE WA 98005 SFD 8.125 7.859 $2,101.27 360 1-Jun-27 $282,814.88
6998699 MAPLE VALLEY WA 98038 SFD 8.500 8.234 $2,013.78 360 1-Jun-27 $261,741.34
6998703 SHERWOOD OR 97140 SFD 8.250 7.984 $2,404.05 360 1-Jul-27 $320,000.00
6998704 PARK CITY UT 84060 SFD 8.625 8.359 $2,310.04 360 1-May-27 $296,648.04
6998706 GARDEN CITY NY 11530 SFD 8.125 7.859 $2,672.99 360 1-Jun-27 $359,764.51
6998708 BERLIN MD 21811 SFD 8.500 8.234 $2,283.67 360 1-Jun-27 $296,820.08
6998711 SAN FRANCISCO CA 94108 HCO 8.250 7.984 $2,313.90 360 1-May-27 $307,605.85
6998712 LOS ANGELES CA 90041 SFD 8.250 7.984 $1,762.76 360 1-Jun-27 $234,489.38
6998714 MOORPARK CA 93021 LCO 8.250 7.984 $1,785.01 360 1-Jun-27 $237,448.49
6998715 ANAHEIM HILLS CA 92808 SFD 8.125 7.859 $1,974.79 360 1-Jun-27 $265,792.02
6998719 VALENCIA CA 91354 SFD 8.375 8.109 $1,951.11 360 1-Jun-27 $256,540.44
6998722 MAPLEWOOD NJ 07040 SFD 8.375 8.109 $1,957.95 360 1-Jun-27 $257,439.88
6998723 COUPEVILLE WA 98239 SFD 8.125 7.859 $1,989.89 360 1-Jun-27 $267,824.69
6998724 CHAPEL HILL NC 27514 SFD 8.000 7.734 $2,237.98 360 1-Jul-27 $305,000.00
6998726 FAIRFAX STATION VA 22039 PUD 7.750 7.484 $1,891.33 360 1-Jun-27 $263,813.67
6998727 MEDINA MN 55340 SFD 8.250 7.984 $1,998.37 360 1-Jun-27 $265,780.38
6998756 FREMONT CA 94536 SFD 8.500 8.234 $2,768.09 360 1-Jun-27 $359,781.91
6998789 PARK CITY UT 84098 SFD 8.000 7.734 $2,039.87 360 1-Jul-27 $278,000.00
6998809 EDEN PRAIRIE MN 55344 SFD 7.750 7.484 $1,898.49 360 1-Jul-27 $265,000.00
$200,013,326.56
COUNT: 635
WAC: 8.136458417
WAM: 356.8463092
WALTV: 76.61068457
</TABLE>
NASCOR
NMI / 1997-10 Exhibit F-1
20 & 30 YEAR FIXED RATE
NON-RELOCATION LOANS
(i) (ii) (x) (xi) (xii) (xiii) (xIv) (xv)
- ----- ---------------------------------------------------------------------
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN INSURANCESERVICEMORTGAGE SERVICE
NUMBER CITY LTV SUBSIDYCODE FEE LOAN FEE
- -----------------------------------------------------------------------------
6992297 VIENNA 80.00 0.250 0.016
6992937 RIDGWAY 44.60 0.250 0.016
6993406 BLOOMFIELD HILLS 56.45 0.250 0.016
6993430 PHOENIX 80.00 0.250 0.016
6993484 LARCHMONT 58.49 0.250 0.016
6993612 PARK RIDGE 90.00 01 0.250 0.016
6993642 CHASKA 80.00 0.250 0.016
6993648 LAGUNA BEACH 74.33 0.250 0.016
6993675 WAUNAKEE 84.99 13 0.250 0.016
6994323 DEERFIELD 90.00 01 0.250 0.016
6994592 CHANHASSEN 79.99 0.250 0.016
6994819 RICHTON PARK 94.96 11 0.250 0.016
6994821 EDEN PRAIRIE 68.75 0.250 0.016
6994878 BOXBOROUGH 60.96 0.250 0.016
6994883 LOS ANGELES 75.00 0.250 0.016
6994915 LOS ALTOS HILLS 57.31 0.250 0.016
6994954 TUCSON 49.12 0.250 0.016
6995073 SANTA ANA 80.00 0.250 0.016
6995470 MALIBU 80.00 0.250 0.016
6995806 REDMOND 80.00 0.250 0.016
6996092 SAN JOSE 80.00 0.250 0.016
6996349 SANTA CRUZ 80.00 0.250 0.016
6996431 JACKSON 78.53 0.250 0.016
6996575 LAGUNA HILLS 80.00 0.250 0.016
6996602 DURANGO 80.00 0.250 0.016
6996611 RUMSON 57.05 0.250 0.016
6996627 POTOMAC 78.76 0.250 0.016
6996674 MOKENA 90.00 06 0.250 0.016
6996691 SAN DIEGO 49.69 0.250 0.016
6996808 SNOWMASS VILLAGE 70.00 0.250 0.016
6996975 DANVILLE 80.00 0.250 0.016
6996979 SAN JOSE 80.00 0.250 0.016
6997030 GARRISON 75.00 0.250 0.016
6997129 CHEVY CHASE 80.00 0.250 0.016
6997201 RIDGEWOOD 90.00 33 0.250 0.016
6997208 CENTERVILLE 95.00 33 0.250 0.016
6997209 SEATTLE 80.00 0.250 0.016
6997213 LIVERMORE 80.00 0.250 0.016
6997215 PARK CITY 90.00 33 0.250 0.016
6997216 BLAINE COUNTY 26.76 0.250 0.016
6997218 AGOURA 70.75 0.250 0.016
6997220 ACTON 90.00 33 0.250 0.016
6997221 SANTA CLARITA 80.00 0.250 0.016
6997222 LOS ANGELES 95.00 33 0.250 0.016
6997224 ALAMO 79.99 0.250 0.016
6997225 SAN RAMON 60.52 0.250 0.016
6997226 WEST LAKELAND 80.00 0.250 0.016
6997229 LAS VEGAS 50.00 0.250 0.016
6997231 EVANSTON 69.92 0.250 0.016
6997232 SAN DIEGO 79.99 0.250 0.016
6997236 WESTBORO 67.87 0.250 0.016
6997239 SAN ANTONIO 54.05 0.250 0.016
6997240 HUNT 25.82 0.250 0.016
6997241 EVERETT 75.00 0.250 0.016
6997243 RANCHO SANTA FE 47.62 0.250 0.016
6997244 LA MESA 80.00 0.250 0.016
6997245 SAN JUAN CAPISTRA 79.99 0.250 0.016
6997246 CAMARILLO 49.69 0.250 0.016
6997247 NEWPORT BEACH 63.83 0.250 0.016
6997248 HAYWARD 80.00 0.250 0.016
6997249 SAN JOSE 79.99 0.250 0.016
6997250 TRABUCO CANYON 95.00 13 0.250 0.016
6997251 DANVILLE 80.00 0.250 0.016
6997256 GROSSE POINTE 80.00 0.250 0.016
6997257 MONUMENT 75.00 0.250 0.016
6997259 EDEN PRAIRIE 70.00 0.250 0.016
6997260 ORONO 79.99 0.250 0.016
6997261 MINNEAPOLIS 67.42 0.250 0.016
6997265 CHEVY CHASE 80.00 0.250 0.016
6997266 POTOMAC 70.00 0.250 0.016
6997268 SAN ANTONIO 79.81 0.250 0.016
6997269 WESTWOOD 80.00 0.250 0.016
6997271 HARRISBURG 95.00 33 0.250 0.016
6997272 EASTON 95.00 13 0.250 0.016
6997273 EASTON 94.99 06 0.250 0.016
6997275 CHESTER 56.82 0.250 0.016
6997277 ADAMS 90.00 11 0.250 0.016
6997280 SUMNER 90.00 17 0.250 0.016
6997281 BROOKEVILLE 67.07 0.250 0.016
6997283 APTOS 57.04 0.250 0.016
6997284 ESCONDIDO 79.20 0.250 0.016
6997286 SAN RAMON 80.00 0.250 0.016
6997287 PISCATAWAY 80.00 0.250 0.016
6997288 TEMPLETON 80.00 0.250 0.016
6997291 MONUMENT 66.67 0.250 0.016
6997292 ROCHESTER 80.00 0.250 0.016
6997296 POTOMAC 75.00 0.250 0.016
6997298 FLAGSTAFF 66.46 0.250 0.016
6997299 WOODSTOCK 80.00 0.250 0.016
6997300 MIDDLETOWN 89.99 17 0.250 0.016
6997301 CASTLE PINES 80.00 0.250 0.016
6997302 PHILADELPHIA 80.00 0.250 0.016
6997303 UPLAND 80.00 0.250 0.016
6997309 ANAHEIM HILLS 95.00 11 0.250 0.016
6997310 ANAHEIM 89.99 13 0.250 0.016
6997311 CASTRO VALLEY 80.00 0.250 0.016
6997312 TRABUCO CANYON 89.99 13 0.250 0.016
6997314 COTO DE CAZA AREA 79.99 0.250 0.016
6997316 NEWARK 80.00 0.250 0.016
6997317 APPLETON 68.89 0.250 0.016
6997319 BOULDER 80.00 0.250 0.016
6997320 PISMO BEACH 89.97 17 0.250 0.016
6997322 BIGFORK 79.64 0.250 0.016
6997324 BOSSIER CITY 95.00 33 0.250 0.016
6997327 BEVERLY 73.83 0.250 0.016
6997331 TELLURIDE 71.57 0.250 0.016
6997337 MAKAWAO 66.67 0.250 0.016
6997338 CORAL SPRINGS 80.00 0.250 0.016
6997339 DEERFIELD BEACH 57.45 0.250 0.016
6997341 ELKTON 94.56 17 0.250 0.016
6997344 SAN JOSE 79.97 0.250 0.016
6997346 LINWOOD 80.00 0.250 0.016
6997349 FORT COLLINS 95.00 33 0.250 0.016
6997350 DENVER 84.85 33 0.250 0.016
6997351 PORTLAND 95.00 01 0.250 0.016
6997353 EVERETT 78.00 0.250 0.016
6997355 CASTRO VALLEY 80.00 0.250 0.016
6997358 LAGUNA NIGUEL 80.00 0.250 0.016
6997359 LOS ANGELES 80.00 0.250 0.016
6997360 SAN RAMON 80.00 0.250 0.016
6997361 CHINO HILLS 80.00 0.250 0.016
6997363 SAN JOSE 79.99 0.250 0.016
6997364 SAN RAMON 74.99 0.250 0.016
6997366 WAYZATA 90.00 24 0.250 0.016
6997367 FREDERICK 95.00 33 0.250 0.016
6997369 GILROY 90.00 11 0.250 0.016
6997373 VESTAL 80.00 0.250 0.016
6997375 MINNETRISTA 79.96 0.250 0.016
6997377 PROSPER 80.00 0.250 0.016
6997378 LITTLETON 80.00 0.250 0.016
6997379 BROOMFIELD 80.00 0.250 0.016
6997380 HESPERUS 57.95 0.250 0.016
6997381 WILLIAMSBURG 64.62 0.250 0.016
6997382 NOBLESVILLE 78.55 0.250 0.016
6997385 VALPARAISO 75.00 0.250 0.016
6997386 PRINCETON 90.00 33 0.250 0.016
6997388 SANTA BARBARA 80.00 0.250 0.016
6997391 BENICIA 95.00 12 0.250 0.016
6997394 SOLANA BEACH 89.99 33 0.250 0.016
6997395 REDWOOD CITY 79.51 0.250 0.016
6997396 DALLAS 67.62 0.250 0.016
6997399 BOUNTIFUL 95.00 33 0.250 0.016
6997400 VISTA 80.00 0.250 0.016
6997402 SAN DIEGO 85.00 33 0.250 0.016
6997403 VENTURA 80.00 0.250 0.016
6997408 ISSAQUAH 90.00 11 0.250 0.016
6997411 WOODSIDE 70.00 0.250 0.016
6997413 APPLE VALLEY 80.00 0.250 0.016
6997414 EDEN PRAIRIE 66.18 0.250 0.016
6997418 BROOKLYN 70.00 0.250 0.016
6997420 BLOOMINGTON 80.00 0.250 0.016
6997422 NORTHFIELD 90.00 33 0.250 0.016
6997423 BEALLSVILLE 63.64 0.250 0.016
6997425 HOPATCONG 51.85 0.250 0.016
6997429 ROGUE RIVER 90.00 33 0.250 0.016
6997430 BETHESDA 49.44 0.250 0.016
6997434 MALIBU 75.00 0.250 0.016
6997436 SAN DIEGO 74.99 0.250 0.016
6997437 CAMARILLO 90.00 17 0.250 0.016
6997440 POWAY 69.99 0.250 0.016
6997444 SEATTLE 95.00 06 0.250 0.016
6997445 VILLA HILLS 90.00 33 0.250 0.016
6997446 APTOS 79.69 0.250 0.016
6997450 CONIFER 95.00 33 0.250 0.016
6997453 CORBETT 78.95 0.250 0.016
6997456 BASALT 66.67 0.250 0.016
6997459 TENAFLY 61.56 0.250 0.016
6997468 SAN CARLOS 80.00 0.250 0.016
6997469 SAN DIEGO 80.00 0.250 0.016
6997470 THOUSAND OAKS 80.00 0.250 0.016
6997474 TIBURON 63.11 0.250 0.016
6997476 CHAPEL HILL 90.00 13 0.250 0.016
6997478 MINNEAPOLIS 80.00 0.250 0.016
6997480 YACOLT 95.00 17 0.250 0.016
6997481 ALPHARETTA 85.00 11 0.250 0.016
6997483 NUTLEY 95.00 33 0.250 0.016
6997488 AUSTIN 74.95 0.250 0.016
6997490 PLACENTIA 90.00 17 0.250 0.016
6997491 BELLINGHAM 90.00 33 0.250 0.016
6997492 SIOUX FALLS 95.00 12 0.250 0.016
6997499 BELL CANYON 79.12 0.250 0.016
6997501 FORT MYERS 73.09 0.250 0.016
6997503 COLORADO SPRINGS 72.94 0.250 0.016
6997505 CARY 68.75 0.250 0.016
6997506 MINNETRISTA 72.04 0.250 0.016
6997508 ANNANDALE 90.00 24 0.250 0.016
6997510 MINNEAPOLIS 80.00 0.250 0.016
6997511 CHICAGO 90.00 06 0.250 0.016
6997513 SCOTTSDALE 80.00 0.250 0.016
6997514 ATLANTA 78.40 0.250 0.016
6997518 CLACKAMAS 90.00 01 0.250 0.016
6997521 SIMI VALLEY 89.87 06 0.250 0.016
6997523 CARLSBAD 89.98 13 0.250 0.016
6997524 SAN JOSE 80.00 0.250 0.016
6997525 PORTLAND 85.00 17 0.250 0.016
6997527 SAN DIEGO 94.99 33 0.250 0.016
6997529 LAKEWOOD 45.26 0.250 0.016
6997530 VIRGINIA BEACH 80.00 0.250 0.016
6997534 PUEBLO 80.00 0.250 0.016
6997535 HAWTHORN WOODS 77.52 0.250 0.016
6997536 TACOMA 90.00 17 0.250 0.016
6997538 PASADENA 80.00 0.250 0.016
6997542 LAFAYETTE 68.57 0.250 0.016
6997544 BEECH BLUFF 89.47 33 0.250 0.016
6997545 RYE BROOK 70.00 0.250 0.016
6997546 BAINBRIDGE ISLAND 51.99 0.250 0.016
6997550 LAGUNA NIGUEL 85.53 17 0.250 0.016
6997552 NEENAH 80.00 0.250 0.016
6997554 MORGAN HILL 79.99 0.250 0.016
6997555 PISMO BEACH 80.00 0.250 0.016
6997556 OVERLAND PARK 80.00 0.250 0.016
6997557 ERIE 70.00 0.250 0.016
6997558 BURNET 88.89 33 0.250 0.016
6997560 OAK PARK 95.00 33 0.250 0.016
6997563 CENTERVILLE 76.19 0.250 0.016
6997564 MEDFORD 76.02 0.250 0.016
6997565 GREENSBORO 80.00 0.250 0.016
6997568 ALBANY 70.00 0.250 0.016
6997572 CHICAGO 89.99 33 0.250 0.016
6997573 WASHINGTON TWP 80.00 0.250 0.016
6997574 WASHINGTON TWP 80.00 0.250 0.016
6997577 CHINO HILLS 90.00 33 0.250 0.016
6997578 SWANNANOA 90.00 24 0.250 0.016
6997579 CHESTERFIELD 80.00 0.250 0.016
6997580 LITTLETON 70.83 0.250 0.016
6997584 OJAI 78.07 0.250 0.016
6997586 SAN RAFAEL 70.42 0.250 0.016
6997588 SAN DIEGO 89.99 17 0.250 0.016
6997589 SAN DIEGO 84.99 13 0.250 0.016
6997590 THOUSAND OAKS 79.98 0.250 0.016
6997592 ANAHEIM 79.99 0.250 0.016
6997593 RIVERSIDE 94.98 06 0.250 0.016
6997594 CHARLOTTE 29.50 0.250 0.016
6997596 SIMI VALLEY 94.97 11 0.250 0.016
6997597 CARLSBAD 94.98 13 0.250 0.016
6997598 SAN DIEGO 79.99 0.250 0.016
6997600 MENDOTA HEIGHTS 80.00 0.250 0.016
6997601 SAN DIEGO 80.00 0.250 0.016
6997602 EL CAJON 85.00 24 0.250 0.016
6997603 PARADISE VALLEY 90.00 33 0.250 0.016
6997609 GLEN ALLEN 69.25 0.250 0.016
6997613 RIVERTON 76.56 0.250 0.016
6997615 LIVERMORE 79.99 0.250 0.016
6997616 SAN JOSE 72.59 0.250 0.016
6997619 TEHACHAPI 87.78 33 0.250 0.016
6997620 GRAND LAKE 80.00 0.250 0.016
6997623 HEALDSBURG 78.72 0.250 0.016
6997625 BURKE 90.00 06 0.250 0.016
6997626 HOUSTON 50.31 0.250 0.016
6997627 DAVIDSON 62.00 0.250 0.016
6997633 CALABASAS 68.80 0.250 0.016
6997637 GARDNERVILLE 84.17 33 0.250 0.016
6997638 SAN JOSE 80.00 0.250 0.016
6997639 MISSION VIEJO 90.00 06 0.250 0.016
6997643 GRAYSLAKE 89.84 33 0.250 0.016
6997645 SAN LUIS OBISPO 79.99 0.250 0.016
6997648 MEDINA 28.33 0.250 0.016
6997649 PARKER 70.53 0.250 0.016
6997650 WESTMINISTER 95.00 06 0.250 0.016
6997651 EL DORADO HILLS 67.67 0.250 0.016
6997657 CARLSBAD 90.00 33 0.250 0.016
6997658 SAN DIEGO 79.98 0.250 0.016
6997660 WAYZATA 80.00 0.250 0.016
6997663 SALT LAKE CITY 79.17 0.250 0.016
6997665 WADDELL 90.00 33 0.250 0.016
6997670 MESA 71.83 0.250 0.016
6997671 SHOREVIEW 80.00 0.250 0.016
6997672 LOS ANGELES 56.25 0.250 0.016
6997674 BEVERLY HILLS 46.81 0.250 0.016
6997675 SAN MARTIN 61.86 0.250 0.016
6997677 SAN DIEGO 79.97 0.250 0.016
6997679 GRANITE BAY 80.00 0.250 0.016
6997680 SAN JOSE 80.00 0.250 0.016
6997682 SAN JOSE 79.99 0.250 0.016
6997688 COLORADO SPRINGS 90.00 24 0.250 0.016
6997690 WARREN 64.00 0.250 0.016
6997693 BAYTOWN TWP 79.99 0.250 0.016
6997694 MINNETRISTA 80.00 0.250 0.016
6997696 SHARON 90.00 33 0.250 0.016
6997699 COLUMBIA 80.00 0.250 0.016
6997701 AVALON 68.55 0.250 0.016
6997703 SUNNYVALE 94.99 33 0.250 0.016
6997704 PISMO BEACH 90.00 17 0.250 0.016
6997705 KENSINGTON 90.00 11 0.250 0.016
6997707 BARRINGTON 72.37 0.250 0.016
6997708 OMAHA 70.00 0.250 0.016
6997710 BELLINGHAM 74.71 0.250 0.016
6997713 SOLANA BEACH 80.00 0.250 0.016
6997714 MORGAN HILL 68.34 0.250 0.016
6997716 PALATINE 55.00 0.250 0.016
6997717 SIOUX FALLS 72.82 0.250 0.016
6997743 TRACY 49.44 0.250 0.016
6997745 ENCINITAS 80.00 0.250 0.016
6997746 DEER HARBOR 80.00 0.250 0.016
6997749 AGOURA HILLS 75.00 0.250 0.016
6997750 SAN JOSE 77.11 0.250 0.016
6997754 MITCHELLVILLE 95.00 24 0.250 0.016
6997755 GRAND JUNCTION 71.03 0.250 0.016
6997759 PRINCETON 57.14 0.250 0.016
6997761 DENVER 90.00 24 0.250 0.016
6997762 MOORPARK 90.00 24 0.250 0.016
6997764 MODESTO 64.00 0.250 0.016
6997765 SANTA CLARITA 90.00 24 0.250 0.016
6997766 HUNTINGTON BEACH 90.00 13 0.250 0.016
6997767 PLEASANTON 79.99 0.250 0.016
6997768 CRYSTAL LAKE 79.30 0.250 0.016
6997773 HERNDON 78.40 0.250 0.016
6997776 BOSTON 69.62 0.250 0.016
6997780 LAKE ZURICH 79.98 0.250 0.016
6997781 WILMETTE 80.00 0.250 0.016
6997819 SAN JOSE 80.00 0.250 0.016
6997851 HENDERSON 79.99 0.250 0.016
6997852 CHICAGO 80.00 0.250 0.016
6997854 MAMMOTH LAKES 70.00 0.250 0.016
6997857 MONTGOMERY TWP 59.08 0.250 0.016
6997861 WOODMERE 70.00 0.250 0.016
6997867 VISALIA 86.43 17 0.250 0.016
6997868 UNION CITY 79.99 0.250 0.016
6997870 PISCATAWAY 89.98 06 0.250 0.016
6997873 ENGLEWOOD 80.00 0.250 0.016
6997874 SOMERSET TOWNSHIP 83.33 12 0.250 0.016
6997875 LISLE 80.00 0.250 0.016
6997886 SAN RAMON 79.99 0.250 0.016
6997889 MANITOU SPRINGS 80.00 0.250 0.016
6997890 NEWBURYPORT 95.00 11 0.250 0.016
6997892 LAKEVILLE 80.00 0.250 0.016
6997894 WASHINGTON 80.00 0.250 0.016
6997896 MAHTOMEDI 80.00 0.250 0.016
6997897 WILMETTE 85.00 06 0.250 0.016
6997899 EDEN PRAIRIE 75.00 0.250 0.016
6997904 POTTSTOWN 75.00 0.250 0.016
6997909 PASADENA 80.00 0.250 0.016
6997910 CLEAR LAKE 70.00 0.250 0.016
6997912 VILLA PARK 80.00 0.250 0.016
6997914 CASTRO VALLEY 80.00 0.250 0.016
6997923 CANTON 80.00 0.250 0.016
6997924 ALTADENA 90.00 33 0.250 0.016
6997927 COLTS NECK 79.02 0.250 0.016
6997933 SIMI VALLEY 52.74 0.250 0.016
6997935 SAN DIEGO 79.99 0.250 0.016
6997936 CASTRO VALLEY 80.00 0.250 0.016
6997948 AUDUBON 66.33 0.250 0.016
6997955 WINDER 80.00 0.250 0.016
6997963 PARK CITY 90.00 33 0.250 0.016
6997970 NORTH OAKS 80.00 0.250 0.016
6997977 VIENNA 80.00 0.250 0.016
6997980 CORONADO 80.00 0.250 0.016
6997981 LUBBOCK 95.00 33 0.250 0.016
6997983 SAN JOSE 80.00 0.250 0.016
6997985 PALATINE 69.23 0.250 0.016
6997989 LEXINGTON 80.00 0.250 0.016
6997990 OMAHA 53.33 0.250 0.016
6997992 FAIRFAX STATION 90.00 33 0.250 0.016
6997993 BOALSBURG 90.00 33 0.250 0.016
6997994 RAMSEY 74.57 0.250 0.016
6997995 OLATHE 69.99 0.250 0.016
6997998 CARLSBAD 80.00 0.250 0.016
6997999 CHARLOTTE 74.92 0.250 0.016
6998004 BELMONT 80.00 0.250 0.016
6998005 CHINO HILLS 75.00 0.250 0.016
6998007 SIMI VALLEY 89.89 13 0.250 0.016
6998008 PLEASANTON 65.59 0.250 0.016
6998012 HAMILTON 95.00 24 0.250 0.016
6998014 EDEN PRAIRIE 59.16 0.250 0.016
6998015 MENDOTA HEIGHTS 65.79 0.250 0.016
6998016 WALNUT CREEK 80.00 0.250 0.016
6998017 YORBA LINDA 80.00 0.250 0.016
6998025 WILMINGTON 80.00 0.250 0.016
6998028 NORTH ANDOVER 80.00 0.250 0.016
6998029 CINCINNATI 80.00 0.250 0.016
6998030 WEST LAFAYETTE 90.00 24 0.250 0.016
6998034 ISSAQUAH 79.92 0.250 0.016
6998035 SCOTCH PLAINS TWP 78.34 0.250 0.016
6998038 ALPINE 53.23 0.250 0.016
6998039 TEMECULA 80.00 0.250 0.016
6998044 OAKTON 80.00 0.250 0.016
6998048 PLYMOUTH 77.30 0.250 0.016
6998055 WOODINVILLE 75.00 0.250 0.016
6998056 ARMONK 16.81 0.250 0.016
6998059 COLORADO SPRINGS 90.00 24 0.250 0.016
6998064 WEST LINN 58.89 0.250 0.016
6998069 LEESBURG 65.43 0.250 0.016
6998070 BETHESDA 80.00 0.250 0.016
6998074 EDEN PRAIRE 80.00 0.250 0.016
6998075 SAN FRANCISCO 89.99 13 0.250 0.016
6998076 PHOENIX 59.09 0.250 0.016
6998079 CHATSWORTH 94.98 33 0.250 0.016
6998082 SCOTTSDALE 88.89 24 0.250 0.016
6998086 SAN JUAN CAPISTRA 80.00 0.250 0.016
6998087 CLAYTON 89.99 11 0.250 0.016
6998088 APPLETON 90.00 33 0.250 0.016
6998092 CORONADO 78.79 0.250 0.016
6998098 WYCKOFF 80.00 0.250 0.016
6998101 AUSTIN 80.00 0.250 0.016
6998111 FREMONT 65.99 0.250 0.016
6998114 GOLDEN VALLEY 79.91 0.250 0.016
6998116 MARBLEHEAD 80.00 0.250 0.016
6998118 WINCHESTER 61.22 0.250 0.016
6998121 ST. CHARLES 78.18 0.250 0.016
6998122 MAPLE GROVE 64.94 0.250 0.016
6998123 EDINA 74.07 0.250 0.016
6998127 INDIANAPOLIS 57.78 0.250 0.016
6998128 ANAHEIM 80.00 0.250 0.016
6998131 HOUSTON 80.00 0.250 0.016
6998133 CHEHALIS 90.00 06 0.250 0.016
6998134 DALLAS 66.67 0.250 0.016
6998135 DES MOINES 90.00 06 0.250 0.016
6998140 MOUNT KISCO 68.44 0.250 0.016
6998151 MARBLEHEAD 62.90 0.250 0.016
6998153 SOUTH BARRINGTON 60.32 0.250 0.016
6998154 PLYMOUTH 80.00 0.250 0.016
6998166 PARK RIDGE 80.00 0.250 0.016
6998167 WOODBURY 68.18 0.250 0.016
6998169 REDWOOD CITY 80.00 0.250 0.016
6998172 MONTVILLE 80.00 0.250 0.016
6998178 ROSEVILLE 79.15 0.250 0.016
6998179 SAN JOSE 59.80 0.250 0.016
6998192 ALBANY 70.00 0.250 0.016
6998198 BEDMINSTER 94.91 33 0.250 0.016
6998199 KEY LARGO 56.67 0.250 0.016
6998201 LAGUNA NIGUEL 57.45 0.250 0.016
6998203 PENDLETON 80.00 0.250 0.016
6998205 HERRIMAN 69.79 0.250 0.016
6998206 LONG BEACH 50.40 0.250 0.016
6998223 ROCKVILLE 80.00 0.250 0.016
6998225 BREWSTER 75.00 0.250 0.016
6998227 YARDLEY 53.66 0.250 0.016
6998230 HERNDON 67.90 0.250 0.016
6998231 MCLEAN 43.02 0.250 0.016
6998234 SADDLE RIVER 63.24 0.250 0.016
6998236 SANTA ANA 80.00 0.250 0.016
6998237 SANTA ANA 79.99 0.250 0.016
6998242 GRAYSLAKE 95.00 33 0.250 0.016
6998245 MORGAN HILL 80.00 0.250 0.016
6998246 SEATTLE 70.00 0.250 0.016
6998247 NEWPORT BEACH 73.45 0.250 0.016
6998248 MONROVIA 70.00 0.250 0.016
6998250 CASTRO VALLEY 74.99 0.250 0.016
6998253 INDEPENDENCE 68.97 0.250 0.016
6998255 LITTLETON 80.00 0.250 0.016
6998256 MORRISON 90.00 06 0.250 0.016
6998258 WOODBURY 75.00 0.250 0.016
6998261 CARY 80.00 0.250 0.016
6998265 OVIEDO 80.00 0.250 0.016
6998269 SUTTON 77.30 0.250 0.016
6998272 CHATHAM 68.21 0.250 0.016
6998274 SAN JOSE 80.00 0.250 0.016
6998281 HONOLULU 60.00 0.250 0.016
6998290 ALAMEDA 80.00 0.250 0.016
6998319 EASTON 77.78 0.250 0.016
6998320 HAM LAKE 74.60 0.250 0.016
6998321 BLOOMINGTON 90.00 33 0.250 0.016
6998323 SAN ANTONIO 68.99 0.250 0.016
6998324 GUTTENBERG 80.00 0.250 0.016
6998333 CORONADO 67.14 0.250 0.016
6998340 CHAPEL HILL 64.22 0.250 0.016
6998343 SIOUX CITY 82.29 17 0.250 0.016
6998351 VICTORIA 95.00 12 0.250 0.016
6998353 EDEN PARIRIE 80.00 0.250 0.016
6998358 BRENTWOOD 88.61 12 0.250 0.016
6998359 ALBUQUERQUE 90.00 17 0.250 0.016
6998361 LOVELAND 82.69 06 0.250 0.016
6998372 HASTINGS 80.00 0.250 0.016
6998376 SAN DIEGO 38.08 0.250 0.016
6998378 PORTLAND 80.00 0.250 0.016
6998380 RENO 70.65 0.250 0.016
6998384 FAYETTEVILLE 95.00 06 0.250 0.016
6998389 RESTON 80.00 0.250 0.016
6998391 ROCHESTER 77.50 0.250 0.016
6998396 EDEN PRAIRIE 80.00 0.250 0.016
6998400 CEDAR GROVE 89.11 11 0.250 0.016
6998405 STERLING 90.00 0.250 0.016
6998417 WILMINGTON 90.00 06 0.250 0.016
6998421 SEATTLE 80.00 0.250 0.016
6998423 KIRKLAND 74.90 0.250 0.016
6998428 AURORA 57.07 0.250 0.016
6998431 FAIRFAX 94.99 33 0.250 0.016
6998436 LOS ANGELES 80.00 0.250 0.016
6998438 ST LOUIS 91.81 33 0.250 0.016
6998443 LIVERMORE 79.99 0.250 0.016
6998445 CHADDS FORD 78.97 0.250 0.016
6998446 BAKERSFIELD 86.88 17 0.250 0.016
6998448 ORONO 69.86 0.250 0.016
6998449 LAS CRUCES 69.69 0.250 0.016
6998453 SILVER SPRING 80.00 0.250 0.016
6998456 CEDAR RAPIDS 80.00 0.250 0.016
6998461 SCOTTSDALE 80.00 0.250 0.016
6998462 KEYSTONE 65.57 0.250 0.016
6998470 LOS ANGELES 50.13 0.250 0.016
6998475 COLORADO SPRINGS 79.42 0.250 0.016
6998476 MCGREGOR 68.18 0.250 0.016
6998477 GRANDBY 80.00 0.250 0.016
6998478 DENMARK TOWNSHIP 78.44 0.250 0.016
6998480 LITTLETON 61.86 0.250 0.016
6998482 ANNANDALE 80.00 0.250 0.016
6998484 BARRINGTON 80.00 0.250 0.016
6998485 BLAINE 75.00 0.250 0.016
6998486 NAPERVILLE 76.30 0.250 0.016
6998493 LOS ANGELES 80.00 0.250 0.016
6998494 LOMPOC 90.00 33 0.250 0.016
6998495 FREMONT 80.00 0.250 0.016
6998496 SAN CARLOS 75.00 0.250 0.016
6998497 FAIR HAVEN 56.44 0.250 0.016
6998498 MIDDLETOWN 80.00 0.250 0.016
6998501 ANNAPOLIS 80.00 0.250 0.016
6998503 EL CAJON 80.00 0.250 0.016
6998506 SAN JOSE 80.00 0.250 0.016
6998507 SAN JOSE 80.00 0.250 0.016
6998508 SAN JOSE 80.00 0.250 0.016
6998509 TUSTIN RANCH 80.00 0.250 0.016
6998511 GREEN VALLEY 74.03 0.250 0.016
6998513 TONKA BAY 80.00 0.250 0.016
6998516 ROCKVILLE CENTRE 45.19 0.250 0.016
6998517 LITTLETON 80.07 24 0.250 0.016
6998518 MANCHESTER 78.95 0.250 0.016
6998520 LAS VEGAS 90.00 33 0.250 0.016
6998522 RENO 90.00 24 0.250 0.016
6998528 FORT WORTH 80.00 0.250 0.016
6998530 NEWPORT BEACH 59.60 0.250 0.016
6998531 TACOMA 95.00 06 0.250 0.016
6998533 SEASIDE 66.00 0.250 0.016
6998534 ORONO 80.00 0.250 0.016
6998535 DOYLESTOWN 65.40 0.250 0.016
6998536 PARK CITY 80.00 0.250 0.016
6998539 MOUNT KISCO 76.81 0.250 0.016
6998541 RANCHO MIRAGE 70.00 0.250 0.016
6998544 SAN DIEGO 80.00 0.250 0.016
6998545 WOODLAND HILLS 89.99 11 0.250 0.016
6998547 COLLEGE STATION 89.15 33 0.250 0.016
6998549 ORONO 47.92 0.250 0.016
6998550 PLYMOUTH 79.99 0.250 0.016
6998551 SHOREWOOD 85.00 01 0.250 0.016
6998552 CORONADO 80.00 0.250 0.016
6998554 CHEVY CHASE 80.00 0.250 0.016
6998557 LAS VEGAS 75.00 0.250 0.016
6998558 MINNEAPOLIS 80.00 0.250 0.016
6998560 SACRAMENTO 79.99 0.250 0.016
6998561 SACRAMENTO 90.00 11 0.250 0.016
6998564 ALPHARETTA 75.98 0.250 0.016
6998565 WOODCLIFF LAKE 80.00 0.250 0.016
6998567 MADISON 74.99 0.250 0.016
6998571 MERION 80.00 0.250 0.016
6998572 MARLBORO TWP 60.00 0.250 0.016
6998576 ANCHORAGE 95.00 33 0.250 0.016
6998580 CLAYTON 70.00 0.250 0.016
6998582 MOUNT KISCO 94.98 17 0.250 0.016
6998587 COLORADO SPRINGS 79.39 0.250 0.016
6998589 SAVANNAH 53.85 0.250 0.016
6998590 ATLANTA 90.00 06 0.250 0.016
6998591 COAST (AREA) 90.00 33 0.250 0.016
6998593 FOUNTAIN VALLEY 90.00 13 0.250 0.016
6998595 SHERWOOD 69.96 0.250 0.016
6998597 SHREWSBURY 80.00 0.250 0.016
6998598 AUSTIN 90.00 33 0.250 0.016
6998605 FALLS CHURCH 80.00 0.250 0.016
6998607 DARNESTOWN 73.17 0.250 0.016
6998608 LINO LAKES 80.00 0.250 0.016
6998610 EUGENE 90.00 06 0.250 0.016
6998611 TUCSON 75.00 0.250 0.016
6998614 OLNEY 80.00 0.250 0.016
6998615 SOUTH JORDAN 95.00 13 0.250 0.016
6998617 MAHWAH TOWNSHIP 75.00 0.250 0.016
6998618 OMAHA 80.00 0.250 0.016
6998619 SEATTLE 71.28 0.250 0.016
6998620 ORANGE 80.00 0.250 0.016
6998622 EASTHAMPTON 79.55 0.250 0.016
6998624 SAN RAMON 77.04 0.250 0.016
6998625 OCEANPORT 80.00 0.250 0.016
6998626 HILTON HEAD ISLAN 80.00 0.250 0.016
6998627 BERKELEY HEIGHTS 68.74 0.250 0.016
6998628 WALNUT CREEK 69.17 0.250 0.016
6998629 CHARLOTTE 79.46 0.250 0.016
6998630 PORTLAND 71.79 0.250 0.016
6998631 WOODBURY 90.00 01 0.250 0.016
6998632 ALPINE 90.00 33 0.250 0.016
6998633 EVERETT 68.89 0.250 0.016
6998634 DEL MAR 80.00 0.250 0.016
6998635 SAN FRANCISCO 70.00 0.250 0.016
6998636 SAN LUIS OBISPO 80.00 0.250 0.016
6998637 MENLO PARK 42.39 0.250 0.016
6998639 SAN JOSE 80.00 0.250 0.016
6998642 NORTH ANDOVER 90.00 11 0.250 0.016
6998643 ESCONDIDO 80.00 0.250 0.016
6998645 SILVER SPRING 95.00 24 0.250 0.016
6998646 POTOMAC 58.16 0.250 0.016
6998647 RIDGEWOOD 62.14 0.250 0.016
6998648 NORTH CANTON 85.00 11 0.250 0.016
6998649 BIG SKY 80.00 0.250 0.016
6998650 GRAND JUNCTION 80.00 0.250 0.016
6998651 SHOREWOOD 72.86 0.250 0.016
6998652 BLOOMINGTON 95.00 33 0.250 0.016
6998654 MESA 62.35 0.250 0.016
6998655 ATHENS 90.00 33 0.250 0.016
6998656 ESSEX FELLS 79.80 0.250 0.016
6998661 EAST HANOVER TWP 80.00 0.250 0.016
6998662 PARSIPPANY 69.12 0.250 0.016
6998668 BRENTWOOD 75.00 0.250 0.016
6998669 REDONDO BEACH 90.00 33 0.250 0.016
6998670 NORTH LAS VEGAS 70.00 0.250 0.016
6998671 LOS ANGELES 89.62 24 0.250 0.016
6998674 LOS GATOS 80.00 0.250 0.016
6998675 MORGAN HILL 79.99 0.250 0.016
6998677 COLORADO SPRINGS 80.00 0.250 0.016
6998679 CRANFORD 74.29 0.250 0.016
6998680 CHAPEL HILL 62.07 0.250 0.016
6998682 ANDOVER 60.00 0.250 0.016
6998684 COUNCIL BLUFFS 69.70 0.250 0.016
6998686 MINNEAPOLIS 44.64 0.250 0.016
6998687 SHOREWOOD 48.26 0.250 0.016
6998689 LITTLETON 80.00 0.250 0.016
6998690 WASHINGTON 80.00 0.250 0.016
6998691 ESCONDIDO 90.00 24 0.250 0.016
6998692 CHAPEL HILL 65.93 0.250 0.016
6998694 MEMPHIS 80.00 0.250 0.016
6998695 TONKA BAY 66.67 0.250 0.016
6998697 ISSAQUAH 71.16 0.250 0.016
6998698 BELLEVUE 67.39 0.250 0.016
6998699 MAPLE VALLEY 84.50 06 0.250 0.016
6998703 SHERWOOD 80.00 0.250 0.016
6998704 PARK CITY 90.00 33 0.250 0.016
6998706 GARDEN CITY 80.00 0.250 0.016
6998708 BERLIN 90.00 13 0.250 0.016
6998711 SAN FRANCISCO 49.28 0.250 0.016
6998712 LOS ANGELES 89.90 33 0.250 0.016
6998714 MOORPARK 94.99 17 0.250 0.016
6998715 ANAHEIM HILLS 79.99 0.250 0.016
6998719 VALENCIA 89.90 0.250 0.016
6998722 MAPLEWOOD 80.00 0.250 0.016
6998723 COUPEVILLE 80.00 0.250 0.016
6998724 CHAPEL HILL 67.78 0.250 0.016
6998726 FAIRFAX STATION 80.00 0.250 0.016
6998727 MEDINA 79.98 0.250 0.016
6998756 FREMONT 79.77 0.250 0.016
6998789 PARK CITY 77.22 0.250 0.016
6998809 EDEN PRAIRIE 74.65 0.250 0.016
COUNT: 635
WAC: 8.136458417
WAM: 356.8463092
WALTV: 76.61068457
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
in Frederick, Maryland]
NASCOR
NMI / 1997-10 Exhibit F-2
20 & 30 YEAR FIXED RATE
NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- ------------------------ ------------- -------- -------- ---------------- -----------------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ----------------------------------------------------------------- ---------------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4525578 BELLE MEAD NJ 08502 SFD 8.000 7.734 $2,861.69 360 1-May-27 $389,474.88
4533509 MODESTO CA 95355 SFD 9.000 8.734 $2,048.57 360 1-Apr-27 $254,179.66
4537033 FREEHOLD NJ 07728 SFD 8.000 7.734 $1,981.17 360 1-Jun-27 $269,626.42
4538355 POUGHKEEPSIE NY 12603 SFD 8.250 7.984 $2,103.55 360 1-Oct-26 $278,348.14
4540642 KINGS BEACH CA 96143 SFD 8.250 7.984 $2,146.26 351 1-Sep-26 $283,806.24
4540859 SHINGLE SPRINGS CA 95682 SFD 8.000 7.734 $2,345.54 354 1-Sep-26 $317,448.21
4543752 OMAHA NE 68116 SFD 8.000 7.734 $2,905.71 360 1-May-27 $395,466.81
4544743 KENT CT 06757 SFD 8.625 8.359 $1,890.03 360 1-Dec-26 $241,973.80
4544920 POUGHKEEPSIE NY 12603 SFD 8.125 7.859 $1,596.37 360 1-Jul-27 $215,000.00
4545360 REHOBOTH DE 19971 SFD 8.500 8.234 $692.03 360 1-Jun-27 $89,945.47
4545498 NEWBURGH ME 04444 SFD 8.875 8.609 $843.39 360 1-Jun-27 $105,940.57
4545958 CLARK NJ 07066 SFD 8.000 7.734 $1,750.03 360 1-Nov-26 $233,498.05
4546081 EUGENE OR 97477 SFD 8.375 8.109 $2,470.24 360 1-Jun-27 $324,797.99
4548270 VIENNA VA 22182 SFD 8.500 8.234 $3,031.06 360 1-May-27 $393,720.69
4550058 NEW ORLEANS LA 70130 SFD 8.125 7.859 $1,811.69 360 1-Dec-26 $242,769.19
4551553 MANALAPAN NJ 07728 SFD 7.500 7.234 $1,922.84 360 1-Jun-27 $274,795.91
4555821 CARSON CITY NV 89703 SFD 8.250 7.984 $3,149.55 354 1-Dec-26 $417,321.45
4556947 NEW PROVIDENCE NJ 07974 SFD 8.375 8.109 $1,307.32 360 1-Dec-26 $171,235.82
4559451 VERNON NJ 07461 SFD 8.750 8.484 $1,976.20 360 1-May-27 $250,909.88
4561254 HONOLULU HI 96816 MF2 7.625 7.359 $3,659.29 360 1-Jan-27 $514,675.94
4561364 BEL AIR MD 21014 SFD 7.875 7.609 $2,231.76 360 1-Feb-27 $306,722.66
4563164 NEVADA CITY CA 95959 SFD 7.875 7.609 $1,896.79 360 1-Dec-26 $260,219.17
4563220 LAS VEGAS NV 89129 SFD 8.000 7.734 $1,701.97 360 1-Jan-27 $231,000.48
4564179 LIVERMORE CA 94550 SFD 8.375 8.109 $2,310.62 360 1-Feb-27 $303,041.96
4564196 NORWALK CT 06850 SFD 8.000 7.734 $3,125.84 360 1-May-27 $425,426.41
4564274 BELLAIRE TX 77401 SFD 8.000 7.734 $1,951.82 360 1-Jun-27 $265,821.51
4564644 RENO NV 89511 SFD 8.000 7.734 $3,668.82 360 1-Jun-27 $499,664.51
4564856 OAKLEY UT 84061 SFD 8.000 7.734 $2,694.75 360 1-Jan-27 $365,746.63
4565388 COROLLA NC 27927 SFD 8.250 7.984 $3,185.38 360 1-May-27 $423,457.38
4565533 DAYTON OH 45414 SFD 8.625 8.359 $3,671.17 360 1-May-27 $471,440.66
4566310 WOODMERE NY 11598 SFD 8.625 8.359 $2,087.20 360 1-Apr-27 $267,871.27
4566606 NEW YORK NY 10021 HCO 8.250 7.984 $2,512.24 360 1-Jun-27 $334,186.76
4566805 WALNUT CREEK CA 94598 SFD 8.375 8.109 $3,008.37 360 1-May-27 $395,306.26
4567512 GLEN MILLS PA 19342 SFD 7.750 7.484 $2,507.45 360 1-Jun-27 $349,752.97
4567742 HOLMDEL NJ 07733 SFD 8.250 7.984 $3,305.58 360 1-Jul-27 $440,000.00
4568294 NEEDHAM MA 02192 SFD 7.750 7.484 $1,970.13 360 1-May-27 $274,610.58
4568416 COS COB CT 06807 SFD 8.000 7.734 $2,935.06 360 1-Jun-27 $399,731.61
4568702 PLAINVIEW NY 11803 SFD 8.625 8.359 $661.12 360 1-May-27 $84,899.28
4569156 CLARKSVILLE MD 21029 SFD 7.750 7.484 $2,383.87 360 1-Jan-27 $331,317.90
4569195 OLNEY MD 20832 PUD 7.750 7.484 $1,831.15 360 1-Jan-27 $253,990.86
4569468 CLAYTON NC 27520 SFD 8.750 8.484 $1,266.59 360 1-Mar-27 $160,625.40
4569647 OLD WESTBURY NY 11568 SFD 7.875 7.609 $2,537.75 360 1-May-27 $349,114.05
4569815 MIDWAY UT 84049 SFD 8.375 8.109 $2,242.21 360 1-Mar-27 $294,258.86
4570146 SOUTHBURY CT 06488 SFD 8.375 8.109 $1,812.78 360 1-May-27 $238,202.47
4570321 FRESNO CA 93722 SFD 8.625 8.359 $2,040.53 360 1-Feb-27 $261,562.39
4570325 PELHAM MANOR NY 10803 SFD 7.875 7.609 $2,453.64 360 1-Jun-27 $338,167.11
4570676 DURHAM NC 27707 SFD 8.500 8.234 $2,264.46 360 1-May-27 $294,141.90
4570761 SOUTHLAKE TX 76092 SFD 8.125 7.859 $1,906.74 360 1-Apr-27 $256,292.61
4570876 UNIVERSITY PLACE WA 98466 SFD 8.125 7.859 $1,609.36 360 1-Feb-27 $216,031.43
4570879 SOUTHAMPTON NY 11968 SFD 8.250 7.984 $2,336.44 360 1-Jul-27 $311,000.00
4571198 BELLINGHAM WA 98226 SFD 8.125 7.859 $1,759.72 360 1-Jan-27 $236,053.92
4571281 HO-HO-KUS NJ 07423 SFD 8.500 8.234 $1,814.64 360 1-May-27 $235,713.04
4571282 ORANGE CA 92669 SFD 8.000 7.734 $1,624.56 360 1-Feb-27 $220,647.23
4571607 WINDHAM NY 12496 PUD 8.750 8.484 $820.09 300 1-Apr-22 $99,425.43
4572684 MILLBURN TOWNSHIP NJ 07078 SFD 8.250 7.984 $5,258.87 360 1-May-27 $699,104.19
4572699 FREEHOLD NJ 07728 SFD 7.875 7.609 $1,925.79 360 1-May-27 $265,233.22
4572715 EDINA MN 55436 SFD 8.250 7.984 $1,953.30 360 1-Jun-27 $259,834.20
4572866 PLAINVIEW NY 11803 SFD 8.375 8.109 $1,325.57 360 1-May-27 $174,182.44
4573278 HILLSBOROUGH TWP NJ 08876 SFD 8.250 7.984 $1,772.99 360 1-Jun-27 $235,849.51
4573284 PALM BEACH FL 33480 SFD 8.750 8.484 $2,395.51 360 1-Mar-27 $303,791.51
4573788 PEABODY MA 01960 SFD 8.500 8.234 $1,722.37 360 1-Jun-27 $223,864.30
4573800 DENVER CO 80210 SFD 8.500 8.234 $780.45 360 1-Feb-27 $101,188.15
4573845 QUEENS VILLAGE NY 11428 SFD 8.750 8.484 $786.70 360 1-Apr-27 $99,826.14
4573928 RESTON VA 22091 SFD 8.000 7.734 $1,731.69 360 1-Jun-27 $235,841.64
4574269 WILTON CT 06897 SFD 8.250 7.984 $2,464.16 360 1-Jun-27 $327,790.84
4574479 ATLANTA GA 30327 SFD 8.000 7.734 $2,553.50 360 1-May-27 $347,531.44
4574546 OAKLAND CA 94611 SFD 8.125 7.859 $2,471.04 360 1-Jun-27 $332,582.29
4574562 LIVINGSTON NJ 07039 SFD 8.000 7.734 $1,823.41 360 1-May-27 $248,165.41
4574711 LITTLE ROCK AR 72211 SFD 8.000 7.734 $2,935.06 360 1-Apr-27 $398,988.11
4574881 LAKE OSWAGO OR 97035 SFD 8.375 8.109 $2,166.21 360 1-May-27 $284,644.47
4575392 REDWOOD CITY CA 94065 SFD 7.875 7.609 $2,888.68 360 1-May-27 $397,849.84
4575541 KATONAH NY 10536 SFD 7.750 7.484 $1,577.19 360 1-Jun-27 $219,994.61
4575655 MILLSTONE NJ 08535 SFD 8.000 7.734 $1,986.67 360 1-May-27 $270,385.45
TOWNSHIP
4575813 SEAFORD NY 11783 SFD 8.125 7.859 $944.46 360 1-May-27 $126,932.34
4576099 SINGER ISLAND FL 33404 HCO 8.500 8.234 $2,422.08 360 1-Jun-27 $314,809.17
4576140 TURLOCK CA 95380 SFD 7.750 7.484 $2,722.37 360 1-May-27 $377,455.41
4576366 BROOKLYN NY 11219 MF2 8.750 8.484 $2,367.97 360 1-May-27 $300,652.38
4576417 SPARKS NV 89434 SFD 8.000 7.734 $1,834.41 360 1-Apr-27 $249,493.41
4576464 EDMOND OK 73003 SFD 8.000 7.734 $3,989.84 360 1-May-27 $543,017.89
4576503 LA CRESCENTA CA 91214 SFD 8.375 8.109 $1,744.37 360 1-Mar-27 $227,964.52
4576506 LAKE GROVE NY 11755 SFD 8.250 7.984 $631.06 360 1-May-27 $83,892.51
4576520 ANNAPOLIS MD 21401 SFD 8.125 7.859 $3,125.91 360 1-May-27 $420,447.11
4576597 FISHERS IN 46038 SFD 8.250 7.984 $2,050.96 360 1-May-27 $269,630.01
4576706 FARMINGDALE NY 11735 SFD 7.625 7.359 $1,762.41 360 1-May-27 $248,519.51
4576723 PERRINEVILLE NJ 08535 SFD 8.000 7.734 $2,178.55 360 1-May-27 $296,366.21
4576788 MARINA DEL REY CA 90292 SFD 8.375 8.109 $1,520.15 360 1-Jun-27 $199,875.68
AREA
4576803 EAST WILLISTON NY 11596 SFD 8.500 8.234 $2,552.80 360 1-Jun-27 $331,798.87
4576838 EUGENE OR 97405 SFD 8.000 7.734 $3,124.84 357 1-Feb-27 $424,415.04
4577103 BAYPORT NY 11705 SFD 8.625 8.359 $2,240.04 360 1-Jun-27 $287,829.96
4577342 LANDENBERG PA 19350 SFD 8.125 7.859 $1,829.51 360 1-May-27 $246,076.55
4577425 WEST MILFORD NJ 07480 SFD 8.625 8.359 $1,039.13 360 1-May-27 $133,441.67
4577444 AMESBURY MA 01913 SFD 8.750 8.484 $2,454.51 360 1-May-27 $311,639.67
4577447 NATICK MA 01760 SFD 7.625 7.359 $1,769.48 360 1-May-27 $249,636.97
4577483 CARBONDALE CO 81623 SFD 8.000 7.734 $1,822.68 360 1-May-27 $248,065.53
4577536 NEWBURY PARK CA 91320 SFD 8.500 8.234 $1,743.90 360 1-May-27 $226,524.23
4577567 CENTERPORT NY 11721 SFD 8.125 7.859 $2,111.67 360 1-Jun-27 $284,213.95
4577714 FOLSOM CA 95630 SFD 7.875 7.609 $1,863.43 360 1-Apr-27 $256,465.91
4577733 SHAKOPEE MN 55379 SFD 8.000 7.734 $2,923.32 360 1-May-27 $397,863.58
4577758 SOLANA BEACH CA 92075 SFD 8.000 7.734 $3,375.32 360 1-May-27 $459,380.64
4577804 ATLANTA GA 30338 SFD 7.875 7.609 $1,956.96 360 1-Apr-27 $269,339.10
4577806 ROLLING HILLS CA 90274 SFD 7.750 7.484 $3,940.27 360 1-May-27 $549,221.12
ESTATE
4577825 SHREWSBURY MA 01545 SFD 8.375 8.109 $3,040.29 360 1-May-27 $399,501.02
4577914 MONTGOMERY TX 77356 SFD 8.000 7.734 $1,901.92 360 1-Apr-27 $258,674.75
4577954 SCOTTSDALE AZ 85255 SFD 8.000 7.734 $2,872.69 360 1-Apr-27 $390,706.67
4577979 MEREDITH NH 03253 SFD 7.875 7.609 $2,900.28 360 1-May-27 $399,447.63
4578047 LEVITTOWN NY 11756 SFD 7.875 7.609 $852.69 360 1-Jun-27 $117,519.06
4578154 TEWKSBURY NJ 07830 SFD 8.125 7.859 $3,341.24 360 1-Apr-27 $449,110.92
TOWNSHIP
4578411 WESTPORT CT 06880 SFD 8.500 8.234 $2,754.25 360 1-Jun-27 $357,983.00
4578417 RENO NV 89523 SFD 7.875 7.609 $1,645.91 360 1-Mar-27 $226,368.93
4578422 LAFAYETTE CA 94549 SFD 8.125 7.859 $2,197.80 360 1-Feb-27 $295,017.29
4578430 SANTA CLARITA CA 91350 SFD 8.250 7.984 $1,827.84 360 1-Feb-27 $242,513.50
4578462 ANAHEIM CA 92808 SFD 8.000 7.734 $1,687.66 360 1-Mar-27 $229,123.82
4578468 HENDERSON NV 89015 SFD 8.250 7.984 $1,662.18 360 1-Feb-27 $220,534.79
4578473 NORHT KINGSTOWN RI 02852 SFD 7.750 7.484 $2,220.88 360 1-May-27 $309,560.99
4578484 STRATHAM NH 03885 SFD 8.125 7.859 $1,775.32 360 1-May-27 $238,786.12
4578508 HUNTINGTOWN MD 20639 SFD 8.250 7.984 $1,829.34 360 1-Mar-27 $242,872.45
4578543 BASKING RIDGE NJ 07920 SFD 8.125 7.859 $2,114.64 360 1-May-27 $284,426.12
4578564 CITY ISLAND NY 10464 SFD 8.875 8.609 $668.35 360 1-May-27 $83,905.45
4578662 POMONA NY 10970 SFD 8.375 8.109 $1,824.18 360 1-May-27 $238,693.62
4578670 MOUNT KISCO NY 10549 SFD 8.125 7.859 $4,677.74 360 1-May-27 $629,172.97
4578783 OCEANSIDE NY 11572 SFD 8.500 8.234 $953.45 360 1-May-27 $123,648.52
4578888 SUMMIT NJ 07901 SFD 8.000 7.734 $2,260.00 360 1-May-27 $307,585.29
4578949 BELMONT CA 94002 SFD 8.250 7.984 $2,585.86 360 1-May-27 $342,276.64
4578990 GALVESTON TX 77554 SFD 8.500 8.234 $3,072.58 360 1-May-27 $399,114.13
4579018 SAINT LOUIS MO 63122 SFD 8.375 8.109 $1,778.57 360 1-May-27 $233,708.10
4579025 TRABUCO CANYON CA 92679 SFD 8.250 7.984 $2,482.94 360 1-Apr-27 $329,863.39
4579066 WASHINGTON NJ 07675 SFD 8.375 8.109 $2,341.03 360 1-Jun-27 $307,808.55
TOWNSHIP
4579147 THE BOROUGH OF NJ 08859 LCO 8.875 8.609 $1,256.33 360 1-May-27 $157,722.30
SAYREVILLE
4579190 NEWTON MA 02161 SFD 7.500 7.234 $2,462.35 360 1-Apr-27 $351,371.04
4579229 PATCHOGUE NY 11772 SFD 8.125 7.859 $696.09 360 1-May-27 $93,626.94
4579252 MAHWAH NJ 07436 LCO 7.875 7.609 $919.76 360 1-May-27 $126,674.82
4579255 HOPEWELL TOWNSHIP NJ 08525 SFD 8.875 8.609 $1,257.12 360 1-May-27 $157,822.19
4579259 LAWRENCE NY 11559 SFD 7.750 7.484 $4,298.47 360 1-Jun-27 $599,576.53
4579309 LOMPOC CA 93436 SFD 8.125 7.859 $2,227.50 360 1-Jun-27 $299,803.75
4579311 MONROE CT 06468 SFD 7.750 7.484 $1,855.51 360 1-Jun-27 $258,817.20
4579328 SANTA MONICA CA 90403 SFD 8.000 7.734 $4,109.09 360 1-May-27 $559,245.98
4579349 LOS ANGELES CA 91403 LCO 8.750 8.484 $547.55 360 1-Jun-27 $69,559.95
4579436 POMPTON PLAINS NJ 07444 SFD 8.750 8.484 $1,227.26 360 1-May-27 $155,719.10
4579450 LOUISVILLE KY 40207 SFD 8.125 7.859 $2,041.87 360 1-Apr-27 $269,422.80
4579495 WINDERMERE FL 34786 SFD 8.250 7.984 $2,112.94 360 1-May-27 $280,890.07
4579496 POTOMAC MD 20854 SFD 8.375 8.109 $4,940.47 360 1-May-27 $649,189.16
4579509 BETHESDA MD 20816 SFD 8.250 7.984 $3,425.78 360 1-May-27 $455,416.44
4579531 HUNTINGTON NY 11746 SFD 8.625 8.359 $466.68 360 1-Jun-27 $59,964.57
STATION
4579542 HATTIESBURG MS 39402 SFD 7.750 7.484 $1,791.03 360 1-Jun-27 $249,823.55
4579579 MASSAPEQUA NY 11758 SFD 8.375 8.109 $1,877.38 360 1-Jun-27 $246,846.47
4579687 BEDFORD NY 10506 SFD 7.875 7.609 $1,848.93 360 1-Jun-27 $254,824.51
4579721 DULUTH GA 30155 SFD 7.750 7.484 $3,116.40 360 1-Jun-27 $434,692.97
4579834 BROOKVILLE NY 11545 SFD 8.125 7.859 $3,482.32 360 1-Jun-27 $468,693.20
4579957 HERNDON VA 20170 SFD 7.875 7.609 $1,876.12 360 1-May-27 $258,392.69
4580078 SARASOTA FL 34241 SFD 8.375 8.109 $2,234.62 360 1-Jun-27 $293,817.26
4580104 AUSTIN TX 78746 SFD 8.250 7.984 $3,681.21 360 1-May-27 $489,372.93
4580144 MONSEY NY 10952 SFD 8.500 8.234 $2,422.08 360 1-May-27 $314,616.99
4580145 FAIRFAX STATION VA 22039 SFD 7.875 7.609 $2,356.48 360 1-Jun-27 $324,776.33
4580293 MOKENA IL 60448 SFD 8.000 7.734 $1,831.48 360 1-Jun-27 $249,432.52
4580332 ANNAPOLIS MD 21401 SFD 7.750 7.484 $2,471.62 360 1-Feb-27 $343,664.08
4580340 FOOTHILL RANCH CA 92610 SFD 8.125 7.859 $1,897.82 360 1-Mar-27 $254,924.40
AREA
4580355 FANWOOD NJ 07023 SFD 8.375 8.109 $1,724.61 360 1-Jun-27 $226,758.96
4580424 PLAINVIEW NY 11803 SFD 8.750 8.484 $1,282.33 360 1-Jun-27 $162,906.21
4580427 BETHESDA MD 20817 SFD 8.250 7.984 $4,545.16 360 1-May-27 $603,985.79
4580432 COROLLA NC 27948 SFD 8.375 8.109 $1,824.17 360 1-Jun-26 $237,977.48
4580458 GREAT FALLS VA 22066 SFD 8.000 7.734 $3,075.95 360 1-Jun-27 $418,918.72
4580461 RANCHO PALOS CA 90274 SFD 8.125 7.859 $2,643.29 360 1-May-27 $355,532.68
VERDES
4580463 DALTON GA 30720 SFD 7.750 7.484 $2,220.88 360 1-Feb-27 $307,928.48
4580518 LONGWOOD FL 32751 SFD 7.875 7.609 $2,128.81 360 1-May-27 $293,194.55
4580592 SPRING GROVE IL 60081 SFD 8.250 7.984 $2,087.77 360 1-Feb-27 $277,001.70
4580632 VIRGINIA BEACH VA 23451 SFD 8.000 7.734 $2,348.05 360 1-May-27 $319,569.14
4580665 MARIETTA GA 30062 SFD 8.000 7.734 $1,746.73 360 1-Apr-27 $237,567.61
4580683 SUMMERLAND KEY FL 33043 SFD 7.750 7.484 $1,970.13 360 1-May-27 $274,610.57
4580813 SOUTHAMPTON NY 11968 SFD 8.000 7.734 $1,614.29 360 1-Jun-27 $219,852.38
4580861 WOODMERE NY 11598 SFD 8.250 7.984 $1,886.81 360 1-May-27 $250,428.60
4580865 MILL CREEK WA 98012 SFD 7.875 7.609 $1,629.59 360 1-Jun-27 $224,595.33
4580868 OAKLAND NJ 07436 SFD 8.250 7.984 $1,292.18 360 1-May-27 $171,679.20
4580893 VIRGINIA BEACH VA 23452 SFD 8.125 7.859 $2,375.99 360 1-May-27 $319,579.94
4580899 VIRGINIA BEACH VA 23452 SFD 8.000 7.734 $2,935.06 360 1-May-27 $399,461.43
4580934 SCOTTSDALE AZ 85262 SFD 8.625 8.359 $1,641.14 360 1-May-27 $208,742.76
4580987 TEANECK NJ 07666 SFD 8.000 7.734 $1,766.91 360 1-Jun-27 $240,638.42
4581031 ARDSLEY NY 10502 SFD 8.375 8.109 $1,319.49 360 1-May-27 $173,383.43
4581048 CORTLANDT MANOR NY 10566 SFD 8.375 8.109 $1,927.54 360 1-Jun-27 $253,442.38
4581067 SPRING TX 77379 SFD 8.500 8.234 $719.71 360 1-Apr-27 $93,428.66
4581157 LEXINGTON MA 02173 SFD 8.125 7.859 $1,811.70 360 1-May-27 $243,679.68
4581170 AMBLER PA 19002 SFD 8.250 7.984 $1,660.30 360 1-May-27 $220,717.19
4581192 ALTON OK 74331 LCO 7.875 7.609 $2,588.50 360 1-Jun-27 $356,754.31
4581224 DARIEN CT 06820 SFD 8.875 8.609 $2,173.71 360 1-May-27 $272,892.53
4581249 BERNARDS TOWNSHIP NJ 07920 SFD 8.000 7.734 $3,118.50 360 1-Apr-27 $424,138.78
4581334 MILTON DE 19968 SFD 8.750 8.484 $1,911.69 360 1-May-27 $242,719.36
4581464 TIGARD OR 97224 SFD 8.125 7.859 $1,856.24 360 1-Jun-27 $249,836.47
4581467 BOULDER CO 80304 SFD 8.250 7.984 $1,806.80 360 1-Apr-27 $240,036.74
4581478 PHOENIX AZ 85045 PUD 8.000 7.734 $1,792.95 360 1-Jun-27 $244,186.05
4581487 MAHOMET IL 61853 SFD 8.375 8.109 $2,654.55 360 1-May-27 $348,814.34
4581560 LANDENBERG PA 19350 SFD 7.875 7.609 $2,095.46 360 1-Jun-27 $288,801.10
4581563 SOUTH JORDAN UT 84095 SFD 8.125 7.859 $1,908.22 360 1-May-27 $256,662.63
4581593 WOODLAND HILLS CA 91367 SFD 8.250 7.984 $1,930.38 360 1-May-27 $256,621.17
4581600 COTO DE CAZA CA 92679 SFD 8.000 7.734 $2,201.30 360 1-Jun-27 $299,798.70
4581677 LAS VEGAS NV 89117 SFD 7.875 7.609 $1,770.62 360 1-Mar-27 $243,521.13
4581694 HOLLIS HILLS NY 11364 SFD 8.125 7.859 $1,232.55 360 1-Jun-27 $165,891.41
4581735 SEATTLE WA 98112 SFD 8.250 7.984 $1,831.21 360 1-Jun-27 $243,594.57
4581768 MILL VALLEY CA 94941 SFD 8.000 7.734 $3,155.19 360 1-Jun-27 $429,711.48
4581789 ALAMEDA CA 94501 SFD 8.125 7.859 $1,930.49 360 1-Jun-27 $259,829.93
4581803 NORWOOD NJ 07648 LCO 8.375 8.109 $2,037.00 360 1-Jun-27 $267,833.42
4581812 PORTLAND OR 97219 SFD 8.250 7.984 $1,935.26 360 1-Apr-27 $257,038.64
4581822 ISLAND PARK NY 11558 SFD 8.000 7.734 $2,410.42 360 1-Jun-27 $328,279.58
4581868 WEST RIVER MD 20778 SFD 8.250 7.984 $1,968.32 360 1-May-27 $261,664.71
4581911 WEST LINN OR 97068 SFD 7.875 7.609 $1,809.05 360 1-May-27 $249,155.46
4581923 SAN ANTONIO TX 78250 PUD 7.500 7.234 $419.74 360 1-Apr-27 $59,895.51
4581947 LUTZ FL 33549 SFD 8.250 7.984 $2,204.97 360 1-Apr-27 $292,934.67
4581973 ALPHARETTA GA 30202 SFD 7.750 7.484 $1,812.53 360 1-Jun-27 $252,821.43
4581985 TROY MI 48098 SFD 8.125 7.859 $1,819.12 360 1-May-27 $244,496.27
4582007 BERWYN PA 19312 SFD 8.000 7.734 $2,348.05 360 1-Jun-27 $319,785.28
4582023 NEWPORT BEACH CA 92660 PUD 8.125 7.859 $2,691.56 360 1-May-27 $362,024.13
4582092 SCOTTSDALE AZ 85259 SFD 8.375 8.109 $2,432.24 360 1-Apr-27 $319,399.11
4582105 AMARILLO TX 79124 SFD 7.875 7.609 $2,101.26 360 1-Apr-27 $289,197.73
4582134 NORTHRIDGE CA 91326 SFD 8.375 8.109 $1,877.38 360 1-May-27 $246,672.54
4582210 SEWELL NJ 08080 SFD 8.250 7.984 $1,990.86 360 1-Mar-27 $264,317.06
4582214 N. POTOMAC MD 20878 SFD 7.750 7.484 $3,277.59 360 1-May-27 $456,852.11
4582248 MARLBOROUGH MA 01752 SFD 8.125 7.859 $1,737.45 360 1-Jun-27 $233,846.92
4582279 LA PALMA CA 90623 SFD 8.750 8.484 $1,942.37 360 1-May-27 $246,614.42
4582337 DACULA GA 30211 SFD 8.250 7.984 $1,893.19 360 1-Jun-27 $251,839.31
4582345 BLUFFTON OH 45817 SFD 8.375 8.109 $3,563.22 360 1-May-27 $468,215.19
4582366 TARZANA CA 91356 SFD 8.875 8.609 $2,219.85 360 1-Apr-27 $278,527.29
4582382 ALPHARETTA GA 30201 SFD 8.000 7.734 $1,650.97 360 1-Apr-27 $224,544.06
4582385 SEDONA AZ 86351 SFD 8.125 7.859 $2,969.99 360 1-Jun-27 $399,738.34
4582412 RANCHO PALOS CA 90275 SFD 8.125 7.859 $3,274.42 360 1-Apr-27 $440,128.68
VERDES
4582498 BOISE ID 83702 SFD 7.875 7.609 $2,537.74 360 1-May-27 $349,516.69
4582535 UPPER DARBY PA 19082 SFD 8.250 7.984 $691.17 360 1-Apr-27 $91,822.78
4582554 DIX HILLS NY 11746 SFD 8.250 7.984 $1,379.33 360 1-Jun-27 $183,482.92
4582636 BROKEN ARROW OK 74012 SFD 8.250 7.984 $3,666.18 360 1-May-27 $487,375.50
4582642 SHREWSBURY NJ 07702 SFD 8.000 7.734 $2,195.80 360 1-Jun-27 $299,049.20
4582684 LOS ANGELES CA 90049 SFD 8.250 7.984 $3,035.12 360 1-May-27 $403,482.99
4582693 FRANKLIN MA 02038 SFD 7.875 7.609 $1,798.18 360 1-May-27 $247,642.53
4582775 LEONARDTOWN MD 20650 SFD 8.125 7.859 $1,930.50 360 1-Jun-27 $259,829.92
4582872 SIMI VALLEY CA 93063 SFD 8.375 8.109 $1,720.43 360 1-May-27 $226,066.02
4582904 ACTON MA 01720 SFD 7.625 7.359 $1,951.81 240 1-Jun-17 $239,573.19
4582933 MILLSTONE NJ 08691 SFD 7.625 7.359 $1,769.48 360 1-Jun-27 $249,819.06
TOWNSHIP
4582935 BURKE VA 22015 SFD 8.125 7.859 $1,653.92 360 1-May-27 $222,356.90
4582954 NORTHPORT NY 11768 SFD 8.250 7.984 $1,664.81 360 1-Jun-27 $221,458.69
4582971 HUNTINGTON BEACH CA 92649 SFD 8.875 8.609 $1,806.52 360 1-Jun-27 $226,547.70
4582991 WINCHESTER MA 01890 SFD 8.375 8.109 $4,180.40 360 1-Jun-27 $549,658.14
4583023 CRYSTAL LAKE IL 60014 SFD 8.375 8.109 $2,485.44 360 1-May-27 $326,592.08
4583038 TEMPE AZ 85284 PUD 8.500 8.234 $2,016.09 360 1-Jun-27 $262,041.16
4583068 SEA GIRT NJ 08750 SFD 8.625 8.359 $2,479.20 360 1-May-27 $318,372.28
4583121 CHERRY HILL NJ 08003 PUD 8.250 7.984 $655.10 360 1-Jun-27 $87,144.40
TOWNSHIP
4583204 SUGAR GROVE IL 60554 SFD 7.000 6.734 $2,827.54 360 1-Jun-27 $424,651.63
4583228 COON RAPIDS MN 55433 SFD 8.125 7.859 $1,930.50 360 1-May-27 $259,658.69
4583235 SCARSDALE NY 10583 SFD 8.250 7.984 $3,080.19 360 1-Jun-27 $409,738.56
4583245 SEATTLE WA 98166 SFD 8.000 7.734 $1,687.66 360 1-Apr-27 $229,462.70
4583246 PELHAM MANOR NY 10803 SFD 8.000 7.734 $1,834.42 360 1-Jun-27 $249,832.25
4583304 FOLSOM CA 95630 SFD 8.375 8.109 $2,164.31 360 1-May-27 $284,394.78
4583320 VALPARAISO IN 46383 SFD 8.250 7.984 $2,486.70 360 1-May-27 $330,576.40
4583321 MINNETONKA MN 55345 SFD 8.125 7.859 $2,041.87 360 1-Jun-27 $274,820.11
4583344 WEST COVINA CA 91791 SFD 8.250 7.984 $2,704.56 360 1-May-27 $359,539.30
4583350 JERICHO NY 11753 LCO 8.875 8.609 $2,195.98 360 1-Jun-27 $275,845.27
4583351 CENTERPORT NY 11721 SFD 8.625 8.359 $1,820.03 360 1-Jun-27 $233,861.85
4583471 PLAINVIEW NY 11803 SFD 8.125 7.859 $1,930.50 360 1-Jun-27 $259,829.92
4583484 TULSA OK 74104 SFD 8.250 7.984 $2,332.53 240 1-May-17 $272,845.90
4583504 FORT LEE NJ 07024 HCO 8.125 7.859 $594.00 360 1-Jun-27 $79,947.67
4583517 SAN JOSE CA 95132 SFD 8.500 8.234 $2,618.16 360 1-Jun-27 $340,293.71
4583540 FAIRHAVEN NJ 07704 SFD 8.125 7.859 $1,707.00 360 1-Jun-27 $229,748.90
4583549 MALIBU CA 90265 SFD 8.875 8.609 $7,956.45 360 1-May-27 $998,874.62
4583656 SAN LUIS OBISPO CA 93401 SFD 8.000 7.734 $1,834.42 360 1-May-27 $249,663.38
4583675 MODESTO CA 95355 SFD 8.250 7.984 $1,788.01 360 1-Jun-27 $237,848.24
4583768 CHESAPEAKE VA 23321 SFD 8.000 7.734 $1,834.42 360 1-Jun-27 $249,832.25
4583770 ORLANDO FL 32835 SFD 8.250 7.984 $2,072.37 360 1-May-27 $275,396.30
4583777 SAN CARLOS CA 94070 SFD 7.875 7.609 $3,322.63 360 1-May-27 $457,617.21
4583790 BIRMINGHAM AL 35216 SFD 8.375 8.109 $1,862.18 360 1-May-27 $244,694.37
4583797 PORTLAND OR 97210 SFD 7.875 7.609 $1,812.67 360 1-May-27 $249,654.79
4583809 BELLINGHAM WA 98226 SFD 7.500 7.234 $1,924.24 360 1-May-27 $274,790.24
4583963 KEW GARDENS NY 11415 SFD 8.125 7.859 $2,542.31 360 1-Jun-27 $342,176.02
4583991 BOCA RATON FL 33433 PUD 8.250 7.984 $604.77 360 1-Dec-26 $80,133.17
4584010 MERRICK NY 11566 SFD 8.375 8.109 $1,368.13 360 1-May-27 $179,775.46
4584048 BOCA RATON FL 33432 HCO 8.450 8.184 $1,530.75 360 1-Jan-27 $199,252.44
4584065 JUNO BEACH FL 33408 LCO 8.150 7.884 $719.69 360 1-Jan-27 $96,315.92
4584079 DELRAY BEACH FL 33444 SFD 7.900 7.634 $799.49 360 1-Jan-27 $109,540.55
4584087 SAN JOSE CA 95127 SFD 8.100 7.834 $1,177.79 360 1-Jan-27 $158,362.07
4584101 RICHARDSON TX 75080 SFD 7.950 7.684 $474.69 360 1-Jan-27 $64,017.98
4584152 FORT MYERS FL 33908 SFD 8.150 7.884 $864.82 360 1-Jan-27 $115,738.46
4584166 ALEXANDRIA VA 22304 SFD 8.750 8.484 $3,146.81 360 1-Mar-27 $399,069.32
4584167 HONOLULU HI 96817 SFD 8.125 7.859 $3,608.54 360 1-Apr-27 $485,039.79
4584209 CORAL SPRINGS FL 33067 SFD 8.150 7.884 $967.53 360 1-Nov-26 $129,306.77
4584217 YONKERS NY 10701 SFD 8.450 8.184 $1,163.37 360 1-Nov-26 $151,237.10
4584228 SAN RAMON CA 94583 PUD 7.900 7.634 $1,275.55 360 1-Jan-27 $174,766.98
4584247 BRADENTON FL 34203 MF2 8.500 8.234 $374.47 360 1-Jan-27 $48,519.76
4584269 CORDOVA TN 38018 SFD 8.250 7.984 $1,851.13 360 1-May-27 $246,084.66
4584336 BROOKLYN NY 11210 SFD 8.000 7.734 $2,274.68 360 1-Jul-27 $310,000.00
4584338 SAN DIEGO CA 92104 SFD 8.450 8.184 $857.22 360 1-Nov-26 $111,437.88
4584343 MOUNTAIN VIEW CA 94043 SFD 8.000 7.734 $1,678.12 360 1-Jan-27 $227,763.79
4584359 DIX HILLS NY 11746 SFD 8.050 7.784 $1,010.04 360 1-Jan-27 $136,444.78
4584366 PORT CHARLOTTE FL 33948 SFD 7.950 7.684 $585.69 360 1-Jan-27 $79,868.36
4584372 WEST ISLIP NY 11795 SFD 8.400 8.134 $1,142.76 360 1-Jan-27 $149,388.19
4584426 MT. JULIET TN 37122 SFD 8.250 7.984 $2,028.42 360 1-May-27 $269,654.48
4584431 GARDEN GROVE CA 92641 SFD 8.000 7.734 $863.65 360 1-Dec-26 $116,914.14
4584455 PAUPACK PA 18451 SFD 7.750 7.484 $2,794.01 360 1-Jun-27 $389,724.74
4584465 CARLSBAD CA 92009 SFD 8.000 7.734 $1,650.97 360 1-May-27 $224,697.05
4584473 LIVERMORE CA 94550 SFD 8.100 7.834 $860.75 360 1-Dec-26 $115,654.25
4584507 BOULDER CITY NV 89005 SFD 8.250 7.984 $1,983.35 360 1-Jun-27 $263,831.65
4584514 BIRMINGHAM AL 35244 SFD 8.250 7.984 $2,404.05 360 1-May-27 $319,590.50
4584518 CHAPPAQUA NY 10514 SFD 8.250 7.984 $2,253.80 360 1-Jun-27 $299,808.70
4584551 SOUTH HAMPTON NY 11969 SFD 8.125 7.859 $2,338.87 360 1-May-27 $314,586.49
4584677 GULF SHORES AL 36542 SFD 8.250 7.984 $2,253.80 360 1-May-27 $299,616.08
4584727 EVESHAM TWP NJ 08053 SFD 8.625 8.359 $1,127.80 360 1-May-27 $144,426.72
4584737 LAGUNA NIGUEL CA 92677 SFD 7.750 7.484 $3,223.86 360 1-May-27 $449,362.73
4584748 GLEN COVE NY 11542 SFD 8.750 8.484 $1,164.32 360 1-Jun-27 $147,914.85
4584755 MIDVALE UT 84047 SFD 8.750 8.484 $1,805.08 348 1-Apr-26 $227,364.72
4584757 LIVERMORE CA 94550 SFD 8.500 8.234 $2,306.74 360 1-May-27 $299,635.23
4584803 FOLSOM CA 95630 SFD 8.250 7.984 $1,983.34 360 1-May-27 $263,662.16
4584810 CLARKSVILLE MD 21029 SFD 8.250 7.984 $2,028.42 360 1-May-27 $269,654.48
4584826 CABOT AR 72073 SFD 8.125 7.859 $1,744.87 360 1-Jun-27 $234,846.28
4584832 MANCHESTER MO 63021 SFD 8.375 8.109 $2,128.21 360 1-May-27 $279,650.70
4584841 NASHVILLE TN 37215 SFD 8.000 7.734 $1,614.29 360 1-May-27 $219,703.77
4584857 ANAHEIM CA 92807 SFD 8.125 7.859 $1,692.90 360 1-Jun-27 $227,850.85
4584917 NEW CANAAN CT 06840 SFD 8.250 7.984 $2,629.44 360 1-May-27 $349,288.24
4584926 SALEM OR 97306 SFD 8.375 8.109 $3,762.36 360 1-Jun-27 $494,692.33
4584928 FAIRFAX VA 22031 SFD 8.000 7.734 $2,119.12 360 1-Jun-27 $288,606.21
4584931 NEW ROCHELLE NY 10804 SFD 8.000 7.734 $1,981.17 360 1-Jun-27 $269,818.83
4584996 UNIVERSITY PARK TX 75225 SFD 7.875 7.609 $2,893.03 360 1-May-27 $398,449.02
4585059 CORONA CA 91719 PUD 8.500 8.234 $1,968.42 360 1-Jun-27 $255,844.91
4585122 WILLMINGTON NC 28409 SFD 8.000 7.734 $2,201.30 360 1-Jul-27 $300,000.00
4585212 LAPINE OR 97739 SFD 8.500 8.234 $565.92 360 1-Jun-27 $73,555.41
4585226 YORBA LINDA CA 92886 SFD 8.000 7.734 $2,377.40 360 1-May-27 $323,546.12
4585308 WINCHESTER MA 01890 SFD 8.375 8.109 $1,976.19 360 1-May-27 $259,675.66
4585388 CULVER CITY CA 90232 SFD 8.125 7.859 $1,737.45 360 1-Jun-27 $233,846.92
4585397 ATLANTA GA 30318 SFD 8.000 7.734 $2,017.85 360 1-Jun-27 $274,815.48
4585472 MEDFORD OR 97504 SFD 8.375 8.109 $2,660.26 360 1-May-27 $349,563.38
4585473 WESTON CT 06883 SFD 8.125 7.859 $2,376.00 360 1-Jul-27 $320,000.00
4585479 HOLLYWOOD FL 33019 SFD 8.250 7.984 $2,629.44 360 1-Jun-27 $349,776.81
4585481 LAFAYETTE CA 94549 SFD 8.250 7.984 $2,217.74 360 1-May-27 $294,822.23
4585486 TEMECULA CA 92590 SFD 8.750 8.484 $2,407.31 360 1-May-27 $305,646.60
4585490 BENBROOK TX 76132 SFD 8.500 8.234 $1,230.26 360 1-May-27 $159,805.46
4585515 GREAT FALLS VA 22066 SFD 8.000 7.734 $3,375.32 360 1-May-27 $459,380.64
4585567 NORFOLK VA 23507 SFD 8.250 7.984 $2,524.26 360 1-May-27 $335,570.01
4585699 COLUMBIAVILLE NY 12050 SFD 8.625 8.359 $808.91 360 1-Jun-27 $103,938.59
4585719 KITTY HAWK NC 27949 SFD 8.375 8.109 $661.27 360 1-May-27 $86,891.46
4585747 YORBA LINDA CA 92886 SFD 7.600 7.334 $1,779.31 360 1-Feb-27 $251,071.76
4585751 EUGENE OR 97401 SFD 8.750 8.484 $2,124.10 360 1-Jun-27 $269,844.65
4585770 FREMONT CA 94539 SFD 7.875 7.609 $4,350.42 360 1-Jun-27 $599,587.08
4585830 SANTA BARBARA CA 93103 SFD 8.750 8.484 $1,250.86 360 1-May-27 $158,816.37
4585835 ZION IL 60099 SFD 8.050 7.784 $911.99 360 1-Jan-27 $123,198.64
4585843 MIAMI FL 33176 SFD 8.300 8.034 $301.92 360 1-Feb-27 $39,871.98
4585858 MADISON MS 39110 SFD 8.250 7.984 $1,676.83 360 1-May-27 $222,914.36
4585917 NEWTOWN TOWNSHIP PA 19073 SFD 8.375 8.109 $1,900.19 360 1-May-27 $249,673.10
4585920 PORT CHARLOTTE FL 33948 SFD 8.100 7.834 $488.90 360 1-Feb-27 $65,780.06
4585926 WELLINGTON FL 33414 SFD 8.300 8.034 $1,499.76 360 1-Feb-27 $198,064.17
4585945 SARASOTA FL 34236 MF2 8.650 8.384 $280.65 360 1-Feb-27 $35,892.71
4585971 SYRACUSE NY 13219 SFD 8.750 8.484 $397.67 240 1-May-17 $44,860.40
4585996 HILLSBOROUGH CA 94010 SFD 8.250 7.984 $5,709.63 360 1-Feb-27 $757,543.30
4586005 CHICAGO IL 60641 SFD 8.125 7.859 $3,341.24 360 1-Jun-27 $449,705.63
4586010 SARATOGA CA 95070 SFD 8.250 7.984 $4,507.30 360 1-May-27 $599,192.22
4586027 LAUDERHILL FL 33351 HCO 8.700 8.434 $270.19 360 1-Feb-27 $34,398.22
4586034 WHITE PLAINS NY 10607 SFD 7.800 7.534 $1,065.41 360 1-Feb-27 $147,476.19
4586069 MODESTO CA 95357 SFD 8.500 8.234 $2,645.06 360 1-Jun-27 $343,791.61
4586075 NEWNAN GA 30265 SFD 8.125 7.859 $1,686.96 360 1-May-27 $226,901.74
4586081 BOTHELL WA 98011 SFD 8.250 7.984 $1,742.94 360 1-Jun-27 $231,852.06
4586083 NOVATO CA 94947 SFD 7.650 7.384 $1,901.50 360 1-Feb-27 $266,009.83
4586084 MILWAUKIE OR 97267 SFD 7.875 7.609 $1,863.43 360 1-Apr-27 $256,465.91
4586087 SAN JOSE CA 95125 SFD 8.000 7.734 $3,668.83 360 1-Apr-27 $498,986.80
4586096 SARASOTA FL 34239 SFD 8.100 7.834 $566.68 360 1-Feb-27 $76,245.06
4586163 HALLANDALE FL 33009 HCO 8.450 8.184 $459.23 360 1-Feb-27 $59,813.74
4586168 MEMPHIS TN 38120 SFD 8.625 8.359 $4,375.07 360 1-May-27 $561,833.40
4586173 IRVINE CA 92620 PUD 8.375 8.109 $1,638.34 360 1-May-27 $215,281.10
4586207 EVERETT WA 98203 SFD 8.375 8.109 $1,824.17 360 1-May-27 $239,700.62
4586215 SCOTTSDALE AZ 85254 SFD 8.250 7.984 $1,697.79 360 1-Jun-27 $225,845.89
4586221 MILL CREEK WA 98012 SFD 7.625 7.359 $1,794.26 360 1-Jul-27 $253,500.00
4586249 PHOENIX AZ 85016 SFD 8.375 8.109 $2,394.23 360 1-May-27 $314,607.05
4586252 MAHWAH NJ 07430 SFD 8.875 8.609 $4,296.49 360 1-May-27 $539,392.28
4586262 GREENVILLE NC 27858 SFD 7.875 7.609 $1,885.18 360 1-Jun-27 $259,821.07
4586270 ALPHARETTA GA 30202 SFD 7.875 7.609 $1,819.92 360 1-May-27 $250,503.40
4586272 DARLINGTON MD 21034 SFD 7.875 7.609 $1,653.16 360 1-May-27 $227,685.15
4586274 VIRGINIA BEACH VA 23451 LCO 8.500 8.234 $249.90 360 1-Jun-27 $32,480.31
4586276 ALEXANDRIA VA 22312 SFD 7.625 7.359 $2,011.55 360 1-May-27 $283,787.30
4586280 RESTON VA 20194 SFD 8.500 8.234 $1,730.06 360 1-May-27 $224,726.41
4586291 MECHANICSVILLE VA 23111 SFD 8.250 7.984 $1,855.63 360 1-May-27 $246,583.22
4586296 ALBANY OR 97321 SFD 8.250 7.984 $1,722.65 360 1-May-27 $229,006.57
4586330 PURCELLVILLE VA 20132 SFD 8.000 7.734 $1,725.81 360 1-Jun-27 $235,042.19
4586339 PLANTATION FL 33322 SFD 8.300 8.034 $377.40 360 1-Feb-27 $49,839.96
4586340 CUPERTINO CA 95014 SFD 8.150 7.884 $1,302.44 360 1-Feb-27 $174,422.73
4586341 CHICAGO IL 60645 LCO 8.500 8.234 $239.14 360 1-Jan-27 $30,682.14
4586357 ORANGE CA 92869 SFD 8.350 8.084 $2,784.51 360 1-Feb-27 $366,036.88
4586358 COCONUT CREEK FL 33066 HCO 8.150 7.884 $357.24 360 1-Jan-27 $47,809.34
4586362 MISSION VIEJO CA 92692 SFD 7.750 7.484 $2,069.00 360 1-Feb-27 $287,767.59
4586364 COMPTON CA 90221 SFD 8.500 8.234 $553.62 360 1-May-27 $71,912.45
4586375 STUART FL 34997 SFD 8.350 8.084 $394.33 360 1-Feb-27 $51,835.24
4586413 WESTOVER AL 35043 SFD 8.375 8.109 $2,280.22 360 1-May-27 $299,625.76
4586430 SAN MARINO CA 91108 SFD 8.250 7.984 $1,690.35 360 1-Jun-27 $224,856.53
4586441 HOLLYWOOD FL 33021 SFD 8.300 8.034 $910.28 360 1-Dec-26 $120,043.98
4586452 PORT JEFFERSON NY 11776 SFD 8.000 7.734 $934.82 360 1-Jun-27 $127,314.51
4586460 APOPKA FL 32712 SFD 8.500 8.234 $1,843.48 360 1-May-27 $238,955.15
4586562 MINNETRISTA MN 55364 SFD 8.375 8.109 $1,687.33 360 1-Dec-23 $214,847.12
4586572 LOS ANGELES CA 90043 SFD 8.250 7.984 $1,926.62 360 1-May-27 $256,121.82
4586573 BRANCHBURG NJ 08876 SFD 8.125 7.859 $1,670.62 360 1-Jun-27 $224,852.82
4586575 FOUNTAIN HILLS AZ 85268 SFD 8.625 8.359 $1,944.48 360 1-Jun-27 $249,852.40
4586627 FULLERTON CA 92835 SFD 8.500 8.234 $2,257.53 360 1-Jun-27 $293,422.14
4586758 MONTEREY PARK CA 91754 SFD 8.125 7.859 $1,871.10 360 1-Jun-27 $251,835.15
4586759 MONROE CT 06468 SFD 8.250 7.984 $1,998.37 360 1-May-27 $265,619.24
4586763 SANTA MONICA CA 90403 LCO 8.500 8.234 $1,833.86 360 1-Jun-27 $238,355.51
4586783 BOULDER CO 80301 SFD 8.375 8.109 $1,862.18 360 1-Jun-27 $244,847.72
4586789 ALEXANDRIA VA 22304 PUD 8.500 8.234 $1,833.86 360 1-May-27 $238,210.00
4586802 LYNBROOK NY 11563 SFD 8.375 8.109 $1,125.67 360 1-Jul-27 $148,100.00
4586803 UPPER SADDLE NJ 07458 SFD 8.750 8.484 $6,937.13 240 1-May-17 $782,564.81
RIVER
4586811 LOCUST VALLEY NY 11560 SFD 8.375 8.109 $1,781.61 360 1-Jun-27 $234,254.31
4586835 CLARKSBURG NJ 08510 SFD 8.250 7.984 $1,652.79 360 1-Jun-27 $219,859.71
4586843 OLD HICKORY TN 37138 SFD 8.500 8.234 $1,840.01 360 1-May-27 $238,972.15
4586874 FOUNTAIN HILLS AZ 85268 SFD 9.125 8.859 $2,183.39 360 1-Jun-27 $268,207.19
4586880 FALLS CHURCH VA 22044 SFD 7.750 7.484 $1,791.03 360 1-May-27 $249,645.97
4586893 PASADENA AREA CA 91107 SFD 8.375 8.109 $2,394.23 360 1-Apr-27 $314,408.52
4587000 EUGENE OR 97401 SFD 8.125 7.859 $5,791.48 360 1-Jun-27 $779,489.77
4587002 CHERRY HILL NJ 08003 SFD 8.375 8.109 $1,744.37 360 1-Apr-27 $228,867.65
4587072 WESTFIELD NJ 07090 SFD 8.500 8.234 $2,166.03 360 1-May-27 $281,357.48
4587181 HAPPY VALLEY OR 97015 SFD 8.500 8.234 $2,583.55 360 1-May-27 $335,591.46
4587183 WESTERVILLE OH 43082 SFD 8.750 8.484 $1,770.08 360 1-Jun-27 $224,870.55
4587191 WASHINGTON DC 20009 SFD 7.500 7.234 $1,901.87 360 1-May-27 $271,595.00
4587240 INDIANAPOLIS IN 46220 SFD 8.625 8.359 $1,866.70 360 1-May-27 $239,715.58
4587265 CLINTON TOWNSHIP NJ 08833 SFD 8.500 8.234 $1,986.10 360 1-May-27 $257,701.94
4587293 NAUGATUCK CT 06770 SFD 8.875 8.609 $5,688.87 360 1-Jun-27 $714,599.15
4587325 GLENVIEW IL 60025 SFD 8.375 8.109 $3,112.50 360 1-May-27 $408,989.16
4587336 PROVIDENCE UT 84332 SFD 8.500 8.234 $1,818.49 360 1-May-27 $236,212.42
4587436 BEDFORD NY 10506 SFD 8.750 8.484 $3,127.14 360 1-Jun-27 $397,271.30
4587464 PORT ORCHARD WA 98366 SFD 8.250 7.984 $1,990.86 360 1-Apr-27 $264,489.55
4587656 WOODBURY MN 55125 SFD 8.125 7.859 $1,900.80 360 1-Jun-27 $255,832.53
4587685 CENTREVILLE VA 20120 SFD 8.625 8.359 $2,310.04 360 1-Jun-27 $296,824.65
4587731 BURLINGAME CA 94010 LCO 8.000 7.734 $953.90 360 1-Feb-27 $129,557.99
4587840 HOUSTON TX 77025 SFD 7.750 7.484 $1,985.89 360 1-May-27 $276,807.46
4587875 FOSTER CITY CA 94404 LCO 8.500 8.234 $2,152.96 360 1-May-27 $279,659.54
4587883 QUIOGUE NY 11978 SFD 8.500 8.234 $1,753.13 360 1-Jun-27 $227,861.87
4587912 EAST SANDWICH MA 02537 SFD 8.250 7.984 $2,216.24 360 1-Jun-27 $294,811.89
4587962 TRABUCO CANYON CA 92679 SFD 8.500 8.234 $2,275.21 360 1-May-27 $295,540.23
AREA
4587966 SOUTH SALEM NY 10590 SFD 9.000 8.734 $1,004.17 360 1-May-27 $124,663.15
4588015 BROOKLYN NY 11225 SFD 8.625 8.359 $1,905.58 360 1-May-27 $244,709.68
4588085 PRAIRIEVILLE LA 70769 SFD 8.750 8.484 $1,218.60 360 1-May-27 $149,884.86
4588088 CONWAY AR 72032 SFD 8.500 8.234 $1,678.54 360 1-May-27 $218,034.56
4588096 HICKORY HILLS IL 60457 SFD 8.500 8.234 $1,972.26 360 1-May-27 $256,188.12
4588110 MIDDLETOWN NJ 07748 SFD 8.250 7.984 $2,366.49 360 1-Jul-27 $315,000.00
4588311 GREAT FALLS VA 22066 SFD 8.000 7.734 $4,769.47 360 1-Jun-27 $649,563.86
4588362 ENCINITAS CA 92024 SFD 8.375 8.109 $2,479.74 360 1-May-27 $325,843.01
4588367 MENLO PARK CA 94025 SFD 8.375 8.109 $3,420.33 360 1-May-27 $449,438.64
4588377 MIAMI BEACH FL 33141 LCO 8.750 8.484 $267.48 360 1-May-27 $33,960.73
4588436 GREELEY CO 80631 SFD 8.375 8.109 $2,204.21 360 1-May-27 $289,638.23
4588465 LEWES DE 19958 SFD 8.250 7.984 $2,030.68 360 1-Apr-27 $269,779.33
4588528 FREEPORT NY 11520 SFD 7.750 7.484 $644.78 360 1-Jun-27 $89,936.47
4588640 LYNBROOK NY 11563 SFD 8.500 8.234 $990.36 360 1-Jun-27 $128,721.97
4588676 OLYMPIA WA 98502 SFD 8.125 7.859 $1,637.21 360 1-Jun-27 $220,355.76
4588702 GREENSBORO NC 27455 SFD 8.250 7.984 $1,973.21 360 1-Jun-27 $262,482.51
4588777 ARRINGTON TN 37014 SFD 8.750 8.484 $2,393.15 360 1-Jun-27 $304,024.98
4588800 PALISADES PARK NJ 07650 LCO 8.875 8.609 $1,511.73 360 1-May-27 $189,786.17
4588801 ALPHARETTA GA 30202 SFD 7.625 7.359 $2,239.46 360 1-May-27 $315,940.54
4588821 EDEN UT 84310 SFD 8.500 8.234 $1,741.59 360 1-May-27 $226,224.59
4588866 ARDSLEY NY 10502 SFD 8.375 8.109 $1,805.18 360 1-Jun-27 $237,352.37
4588947 EDMOND OK 73003 SFD 8.500 8.234 $3,217.90 360 1-May-27 $417,991.15
4588959 CHAPPAQUA NY 10514 LCO 8.500 8.234 $1,722.37 360 1-May-27 $223,727.64
4588981 BOWIE MD 20720 SFD 7.750 7.484 $1,966.56 360 1-May-27 $274,111.26
4589001 WESTLAKE VILLAGE CA 91362 SFD 8.250 7.984 $2,554.31 360 1-Jun-27 $339,783.19
4589062 THE WOODLANDS TX 77382 SFD 8.375 8.109 $2,432.24 360 1-Jun-27 $319,801.09
4589141 WEST LINN OR 97068 SFD 8.250 7.984 $2,369.49 360 1-Jun-27 $315,198.89
4589142 GREENWICH CT 06830 SFD 8.000 7.734 $5,503.24 360 1-Jun-27 $749,496.76
4589157 SAN RAFAEL CA 94901 PUD 8.125 7.859 $1,848.82 360 1-May-27 $248,673.13
4589171 BRADENTON FL 34209 LCO 8.250 7.984 $317.79 360 1-Feb-27 $41,998.12
4589175 HONOLULU HI 96816 SFD 7.875 7.609 $3,806.62 360 1-Jul-27 $525,000.00
4589185 EDISON NJ 08820 SFD 8.875 8.609 $2,138.70 360 1-Jun-27 $268,649.30
4589189 WILLIAMS OR 97544 SFD 8.375 8.109 $2,774.27 360 1-Jun-27 $364,773.13
4589195 FORT SALONGA NY 11768 SFD 8.375 8.109 $1,884.98 360 1-Jun-27 $247,845.85
4589200 EL CAJON CA 92019 SFD 8.250 7.984 $1,690.35 360 1-Apr-27 $224,566.62
4589241 LITTLE ROCK AR 72211 SFD 8.500 8.234 $1,860.77 360 1-May-27 $241,705.76
4589244 FENWICK ISLAND DE 19944 SFD 8.375 8.109 $608.06 360 1-May-27 $79,900.20
4589248 MOUNT PLEASANT SC 29464 SFD 8.750 8.484 $906.28 360 1-Jun-27 $115,133.72
4589283 FLAGSTAFF AZ 86001 SFD 8.125 7.859 $1,967.62 360 1-Jun-27 $264,826.65
4589286 GOODLETTSVILLE TN 37072 SFD 8.000 7.734 $2,201.30 360 1-May-27 $299,596.06
4589333 SCOTTSDALE AZ 85255 SFD 8.500 8.234 $4,997.94 360 1-Jun-27 $649,606.23
4589339 MAPLE VALLEY WA 98038 SFD 7.875 7.609 $2,117.20 360 1-May-27 $291,596.78
4589344 LAFAYETTE CO 80026 SFD 8.000 7.734 $2,130.85 360 1-May-27 $290,009.00
4589401 NANUET NY 10954 SFD 8.100 7.834 $956.31 360 1-Dec-26 $128,493.64
4589413 LA MESA CA 91941 SFD 8.375 8.109 $2,052.20 360 1-May-27 $269,663.18
4589428 MORROW OH 45152 SFD 8.375 8.109 $2,436.54 354 1-Oct-26 $318,521.01
4589505 FORT LAUDERDALE FL 33316 HCO 8.600 8.334 $873.02 360 1-Jan-27 $112,092.08
4589521 MURRIETA CA 92562 SFD 8.250 7.984 $525.89 360 1-Feb-27 $69,773.70
4589557 ORINDA CA 94563 SFD 7.950 7.684 $3,885.11 360 1-Feb-27 $530,172.91
4589575 TUCSON AZ 85718 SFD 8.250 7.984 $2,471.67 360 1-May-27 $328,578.97
4589576 FALLBROOK CA 92028 SFD 8.100 7.834 $629.64 360 1-Feb-27 $84,716.75
4589697 CHULA VISTA CA 91910 SFD 8.500 8.234 $1,668.55 360 1-May-27 $216,736.13
4589858 ATASCADERO CA 93422 SFD 8.200 7.934 $950.40 360 1-Mar-27 $126,769.10
4589879 DALLAS TX 75214 SFD 8.150 7.884 $462.93 360 1-Mar-27 $62,036.39
4589882 SAN JOSE CA 95128 SFD 8.375 8.109 $2,303.02 360 1-Jun-27 $302,811.67
4589899 BERKELEY CA 94708 SFD 8.450 8.184 $2,152.23 360 1-Dec-26 $278,864.36
4589914 OAK PARK CA 91301 PUD 7.850 7.584 $882.47 360 1-Jan-27 $121,485.33
4589933 HOUSTON TX 77077 SFD 8.200 7.934 $961.62 360 1-Feb-27 $128,180.04
4589981 SAN DIEGO CA 92131 LCO 8.000 7.734 $631.78 360 1-Jan-27 $85,721.01
4590002 MODESTO CA 95351 SFD 8.250 7.984 $4,394.91 360 1-May-27 $584,251.37
4590060 CUPERTINO CA 95014 PUD 8.450 8.184 $2,025.18 360 1-Apr-27 $264,110.71
4590082 HUNTINGTON WOODS MI 48070 SFD 8.625 8.359 $1,734.47 360 1-Jun-27 $222,868.35
4590086 SAN JOSE CA 95125 SFD 7.850 7.584 $2,206.18 360 1-Apr-27 $304,362.94
4590100 BELLEVUE WA 98007 SFD 8.000 7.734 $2,017.86 360 1-Feb-27 $274,064.97
4590108 LITTLE FALLS NJ 07424 SFD 8.625 8.359 $408.34 360 1-Jun-27 $52,469.00
4590128 WINCHESTER MA 01890 SFD 8.250 7.984 $3,155.32 360 1-Jun-27 $419,732.18
4590135 ANAHEIM CA 92807 SFD 8.125 7.859 $1,574.09 360 1-Apr-27 $211,310.71
4590148 SOUTH RIDING VA 20152 SFD 7.875 7.609 $1,347.90 360 1-May-27 $185,643.30
4590171 GAHANNA OH 43230 SFD 8.375 8.109 $1,732.96 360 1-May-27 $227,715.59
4590180 SCOTTSDALE AZ 85331 SFD 8.250 7.984 $1,960.81 360 1-Apr-27 $260,497.26
4590195 PHOENIX AZ 85013 SFD 8.000 7.734 $1,598.14 360 1-Apr-27 $217,358.66
4590206 FREEHOLD NJ 07728 SFD 8.375 8.109 $2,386.63 360 1-May-27 $313,294.57
4590227 BOUNTIFUL UT 84010 SFD 8.625 8.359 $2,216.71 360 1-Jun-27 $282,288.98
4590250 HIGHLAND MD 20777 SFD 8.625 8.359 $2,473.37 360 1-May-27 $317,623.17
4590254 MARIETTA GA 30067 SFD 8.500 8.234 $3,075.66 360 1-May-27 $399,513.63
4590269 MARTINEZ CA 94553 SFD 8.500 8.234 $2,041.47 360 1-May-27 $265,177.17
4590278 SOLANA BEACH CA 92075 SFD 8.500 8.234 $2,633.53 360 1-May-27 $342,083.55
4590290 FORT COLLINS CO 80524 SFD 8.375 8.109 $1,884.98 360 1-Jun-27 $247,845.85
4590322 SOUTHINGTON CT 06489 SFD 8.250 7.984 $1,712.89 360 1-Jun-27 $227,854.61
4590339 PALO ALTO CA 94303 SFD 7.875 7.609 $3,625.35 360 1-May-27 $499,309.54
4590342 READINGTON NJ 08889 SFD 8.500 8.234 $3,460.12 360 1-Jul-27 $450,000.00
4590396 PORT REPUBLIC NJ 08241 SFD 8.750 8.484 $605.76 360 1-May-27 $76,911.08
4590449 CHICAGO IL 60647 SFD 8.625 8.359 $1,909.48 360 1-Jun-27 $245,355.05
4590464 MERIDIAN ID 83642 SFD 8.250 7.984 $2,253.80 360 1-May-27 $299,616.08
4590468 ALEXANDRIA VA 22311 PUD 7.750 7.484 $1,854.79 360 1-May-27 $258,533.36
4590533 ALPHARETTA GA 30201 SFD 7.875 7.609 $2,033.82 360 1-May-27 $280,112.65
4590542 BOWLING GREEN KY 42103 SFD 7.875 7.609 $3,625.35 360 1-May-27 $499,309.54
4590555 STAMFORD CT 06905 SFD 8.500 8.234 $1,771.58 360 1-May-27 $230,115.66
4590574 COOPER CITY FL 33026 SFD 8.875 8.609 $910.22 360 1-May-27 $114,271.25
4590652 SALT LAKE CITY UT 84121 SFD 8.375 8.109 $2,121.52 360 1-May-27 $278,771.80
4590720 SALT LAKE CITY UT 84121 SFD 8.375 8.109 $2,660.26 360 1-May-27 $349,563.38
4590731 DRIPPING SPRINGS TX 78620 SFD 8.625 8.359 $858.68 360 1-Jun-27 $110,334.82
4590761 PORTLAND OR 97229 SFD 8.250 7.984 $3,606.08 360 1-May-27 $479,385.74
4590781 MEDFORD OR 97501 SFD 7.875 7.609 $2,537.75 360 1-May-27 $349,516.67
4590849 MASSAPEQUA NY 11758 SFD 8.625 8.359 $2,862.27 360 1-Jul-27 $368,000.00
4591042 VALLEY STREAM NY 11580 SFD 7.625 7.359 $1,301.21 240 1-Jun-17 $159,715.46
4591082 SADDLE BROOK NJ 07662 LCO 8.750 8.484 $944.05 360 1-May-27 $119,861.40
4591085 DARIEN CT 06820 SFD 8.000 7.734 $2,384.74 360 1-Jun-27 $324,781.93
4591091 EUGENE OR 97405 SFD 8.500 8.234 $2,577.40 360 1-May-27 $334,792.42
4591098 MERCER ISLAND WA 98040 SFD 8.375 8.109 $3,959.98 360 1-May-27 $520,350.08
4591121 GLEN ELLYN IL 60137 SFD 8.375 8.109 $2,310.62 360 1-Jun-27 $303,811.05
4591159 ATLANTA GA 30327 SFD 8.000 7.734 $3,133.18 360 1-Jul-27 $427,000.00
4591212 RIPON CA 95366 SFD 8.125 7.859 $1,811.69 360 1-Jun-27 $243,840.39
4591229 SALT LAKE CITY UT 84106 SFD 8.250 7.984 $691.17 360 1-May-27 $91,882.26
4591239 TEMPE AZ 85284 SFD 8.375 8.109 $2,536.75 360 1-Jun-27 $333,542.55
4591297 ARGYLE TX 76226 SFD 8.250 7.984 $2,022.41 360 1-May-27 $268,855.50
4591302 OCEANSIDE NY 11572 SFD 8.500 8.234 $1,906.91 360 1-Jun-27 $247,849.76
4591316 WHITTIER CA 90603 SFD 8.250 7.984 $1,956.30 360 1-May-27 $260,056.99
4591334 SAN ANTONIO TX 78229 SFD 8.375 8.109 $3,283.52 360 1-May-27 $431,461.09
4591338 BASKING RIDGE NJ 07920 SFD 7.875 7.609 $2,001.20 360 1-Jun-27 $275,810.05
4591382 BRONXVILLE NY 10708 SFD 8.000 7.734 $1,650.98 360 1-Jun-27 $224,849.02
4591402 SAUGUS CA 91350 SFD 8.625 8.359 $1,835.58 360 1-May-27 $235,720.34
4591439 HIGHLAND PARK NJ 08904 SFD 8.250 7.984 $1,983.35 360 1-Jun-27 $263,831.65
4591504 DAVIE FL 33328 SFD 8.000 7.734 $1,203.38 360 1-Mar-27 $163,555.39
4591510 REDWOOD CITY CA 94061 SFD 8.500 8.234 $2,691.20 360 1-Apr-27 $349,359.38
4591513 WYCOMBE PA 18980 SFD 8.500 8.234 $615.13 360 1-Jun-27 $79,951.54
4591641 HURST TX 76054 SFD 8.500 8.234 $607.44 360 1-May-27 $78,903.94
4591647 PARK CITY UT 84098 SFD 7.750 7.484 $2,441.53 360 1-May-27 $340,317.39
4591733 SANTA CRUZ CA 95062 SFD 8.250 7.984 $2,253.80 360 1-Jun-27 $299,808.70
4591737 SNOHOMISH WA 98290 SFD 8.375 8.109 $1,874.34 360 1-May-27 $246,292.37
4591800 CARBONDALE CO 81623 SFD 8.375 8.109 $3,990.38 360 1-Jun-27 $524,673.68
4591838 ROCKLIN CA 95765 SFD 8.375 8.109 $2,188.25 360 1-May-27 $287,540.86
4591850 EVERETT WA 98203 SFD 8.375 8.109 $1,805.17 360 1-Jun-27 $237,352.38
4591872 MORTON IL 61550 SFD 8.500 8.234 $1,862.70 360 1-Jun-27 $242,103.24
4591907 PORTLAND OR 97229 SFD 8.625 8.359 $2,333.37 360 1-May-27 $299,644.49
4591908 COLORADO SPRINGS CO 80921 SFD 8.375 8.109 $1,634.16 360 1-May-27 $214,731.80
4591918 LOS ANGELES CA 90065 SFD 8.375 8.109 $1,854.58 360 1-May-27 $243,695.62
4591923 FLOWER MOUND TX 75028 SFD 8.500 8.234 $944.23 360 1-May-27 $122,650.68
4591948 MATTITUCK NY 11952 SFD 8.750 8.484 $1,298.06 360 1-Jul-27 $165,000.00
4592006 MOUNT PLEASANT SC 29464 SFD 8.875 8.609 $1,654.95 360 1-Jun-27 $207,883.38
4592039 WESTERN SPRINGS IL 60558 SFD 8.875 8.609 $2,028.90 360 1-Jun-27 $254,857.04
4592123 ENCINITAS CA 92024 SFD 8.375 8.109 $2,280.22 360 1-May-27 $299,625.76
4592146 PEMBROKE PINES FL 33027 SFD 8.625 8.359 $1,773.37 360 1-Jun-27 $227,865.38
4592311 ROBBINSVILLE NJ 08691 SFD 8.875 8.609 $1,933.42 360 1-Jun-27 $242,863.77
4592350 PELHAM AL 35124 SFD 8.375 8.109 $1,763.37 360 1-Jun-27 $231,855.80
4592436 ROCHESTER MN 55902 SFD 8.375 8.109 $1,780.85 360 1-Jun-27 $234,154.37
4592511 BUENO PARK CA 90621 SFD 8.500 8.234 $1,722.37 360 1-May-27 $223,727.64
4592587 FAIRFAX VA 22030 SFD 8.250 7.984 $1,891.32 360 1-May-27 $251,427.82
4592620 RALEIGH NC 27613 SFD 8.250 7.984 $1,938.27 360 1-Jun-27 $257,835.48
4592643 SOUTH OGDEN UT 84403 SFD 8.375 8.109 $2,804.67 360 1-Jun-27 $368,770.64
4592808 WOLVERINE LAKE MI 48390 SFD 8.625 8.359 $1,890.03 360 1-Jun-27 $242,856.53
4592868 PEMBROKE PINES FL 33027 SFD 8.750 8.484 $654.14 360 1-May-27 $83,053.97
4592890 EDEN PRAIRIE MN 55347 SFD 8.375 8.109 $2,493.04 360 1-Jun-27 $327,796.13
4592951 SOUTHLAKE TX 76092 SFD 8.375 8.109 $1,824.18 360 1-Jul-27 $240,000.00
4592953 SANTA BARBARA CA 93105 SFD 7.500 7.234 $1,573.24 360 1-Jul-27 $225,000.00
4592999 SEASIDE OR 97138 SFD 8.625 8.359 $2,100.04 360 1-May-27 $269,680.03
4593004 FAIR OAKS RANCH TX 78006 SFD 8.625 8.359 $2,520.04 360 1-May-27 $323,616.05
4593084 NORTH HOLLYWOOD CA 91602 LCO 8.625 8.359 $1,556.21 360 1-Jun-27 $199,961.87
4593142 HENDERSON NV 89014 SFD 8.250 7.984 $3,125.27 360 1-May-27 $415,467.64
4593264 HOUSTON TX 77024 SFD 8.125 7.859 $2,702.32 360 1-Jun-27 $363,711.92
4593311 LLOYD NECK NY 11743 SFD 8.500 8.234 $4,428.95 360 1-Jun-27 $575,651.05
4593331 LIVERMORE CA 94550 SFD 8.250 7.984 $1,670.82 360 1-Jun-27 $222,258.18
4593396 LOS ANGELES CA 90066 SFD 8.500 8.234 $1,993.03 360 1-May-27 $258,725.57
4593410 NEW YORK NY 10038 HCO 8.250 7.984 $1,825.58 360 1-Jun-27 $242,845.05
4593528 SNOHOMISH WA 98290 SFD 8.125 7.859 $1,657.25 360 1-Jun-27 $223,054.00
4593534 RICHARDSON TX 75080 SFD 8.500 8.234 $2,306.75 360 1-Jun-27 $299,818.25
4593579 BARRINGTON RI 02806 SFD 8.750 8.484 $2,035.59 360 1-Jun-27 $258,601.13
4593589 CLYDE HILL WA 98004 SFD 7.750 7.484 $2,149.24 360 1-May-27 $299,575.15
4593633 SARATOGA CA 95070 SFD 7.875 7.609 $1,711.17 360 1-Jun-27 $235,837.58
4593648 PRESCOTT AZ 86301 SFD 8.500 8.234 $2,229.85 360 1-May-27 $289,647.39
4593650 ROCKPORT TX 76264 SFD 8.500 8.234 $826.17 240 1-Jun-17 $95,048.16
4593657 WAINSCOTT NY 11975 SFD 8.625 8.359 $1,493.36 360 1-Jun-27 $191,886.64
4593702 KAILUA HI 96734 SFD 8.000 7.734 $2,854.35 360 1-Jun-27 $388,738.98
4593755 LONG BEACH CA 90807 SFD 8.625 8.359 $2,030.04 360 1-Jun-27 $260,845.90
4593864 LOS ANGELES CA 90077 PUD 8.625 8.359 $3,556.06 360 1-May-27 $456,658.19
4593899 ANNAPOLIS MD 21401 HCO 7.875 7.609 $874.80 360 1-May-27 $120,483.39
4593913 GROTON MA 01450 SFD 8.625 8.359 $2,023.04 360 1-May-27 $259,791.75
4593918 WYCKOFF NJ 07481 SFD 7.875 7.609 $1,914.19 360 1-Jul-27 $264,000.00
4593921 KITTY HAWK NC 27949 LCO 8.500 8.234 $547.47 360 1-Jun-27 $71,156.86
4593944 EAST PATCHOGUE NY 11772 SFD 8.875 8.609 $2,005.03 360 1-Jun-27 $249,340.23
4593954 CLEARWATER FL 34615 SFD 9.250 8.984 $2,344.63 360 1-May-27 $284,602.58
4594022 WESTPORT CT 06880 SFD 8.250 7.984 $3,395.73 360 1-Jul-27 $452,000.00
4594034 NORTH SALT LAKE UT 84054 SFD 8.625 8.359 $2,439.93 360 1-May-27 $313,328.25
4594091 FAIRFAX STATION VA 22039 SFD 8.375 8.109 $2,420.07 360 1-Jun-27 $318,202.10
4594113 FULSHEAR TX 77441 SFD 8.125 7.859 $1,975.05 360 1-Jun-27 $265,825.99
4594129 BELLEVUE WA 98008 SFD 8.125 7.859 $2,227.50 360 1-Jun-27 $299,803.75
4594201 ALPHARETTA GA 30202 SFD 8.000 7.734 $1,900.82 360 1-May-27 $258,299.87
4594244 MESA AZ 85002 SFD 8.500 8.234 $461.35 360 1-May-27 $59,927.04
4594246 SCOTTSDALE AZ 85258 LCO 8.500 8.234 $1,968.42 360 1-May-27 $255,688.72
4594286 LOS ALTOS CA 94024 SFD 8.125 7.859 $2,227.50 360 1-Jul-27 $300,000.00
4594399 NAPLES FL 34108 SFD 8.375 8.109 $3,739.56 360 1-Jun-27 $491,694.19
4594439 FORT SALONGA NY 11768 SFD 8.375 8.109 $1,877.38 360 1-Jul-27 $247,000.00
4594465 HOUSTON TX 77069 SFD 8.375 8.109 $2,067.40 360 1-Jun-27 $271,830.93
4594495 EDISON TWP NJ 08820 LCO 9.000 8.734 $482.78 360 1-May-27 $59,934.19
4594548 SUN VALLEY ID 83354 SFD 8.250 7.984 $1,765.48 360 1-May-27 $234,699.26
4594568 NEW MILFORD NJ 07646 SFD 8.500 8.234 $1,845.39 360 1-Jun-27 $239,854.61
4594582 EAGLE VAIL CO 81620 SFD 8.375 8.109 $1,892.58 360 1-Jun-27 $248,845.23
4594604 ZIONSVILLE IN 46077 SFD 8.500 8.234 $2,053.00 360 1-Jun-27 $266,838.25
4594661 SAN JOSE CA 95131 LCO 8.625 8.359 $852.46 360 1-May-27 $109,470.11
4594662 WESTWOOD MA 02090 SFD 8.000 7.734 $1,834.42 360 1-Jul-27 $250,000.00
4594682 BAYSIDE NY 11360 SFD 8.250 7.984 $1,878.17 360 1-Jun-27 $249,840.58
4594706 REMSENBURG NY 11960 SFD 8.000 7.734 $3,301.94 360 1-Jun-27 $449,698.06
4594868 MASSAPEQUA NY 11758 SFD 8.375 8.109 $2,280.22 360 1-Jun-27 $299,813.53
4594873 SPICEWOOD TX 78669 SFD 8.000 7.734 $1,924.30 360 1-May-27 $261,896.90
4594882 FARMINGTON HILLS MI 48335 SFD 8.125 7.859 $1,817.26 360 1-Jun-27 $244,589.90
4594897 BEAVERTON OR 97007 SFD 8.625 8.359 $995.58 360 1-May-27 $127,848.30
4594905 FAIRFIELD CT 06430 SFD 7.750 7.484 $2,005.95 360 1-May-27 $279,603.49
4594907 NEWTOWN CT 06470 SFD 8.375 8.109 $1,869.78 360 1-May-27 $245,693.13
4594916 LAGUNA BEACH CA 92651 SFD 8.000 7.734 $1,823.50 360 1-May-27 $248,178.40
4594921 UPLAND CA 91784 SFD 8.250 7.984 $1,803.04 360 1-May-27 $239,692.87
4595025 SAN RAFAEL CA 94903 SFD 7.375 7.109 $3,094.23 360 1-Jun-27 $447,659.10
4595037 FREMONT CA 94539 SFD 8.125 7.859 $1,989.90 360 1-Jun-27 $267,824.68
4595046 MIAMI BEACH FL 33139 LCO 8.750 8.484 $353.23 360 1-Jun-27 $44,874.17
4595114 POTOMAC MD 20854 SFD 7.750 7.484 $1,970.14 360 1-Jun-27 $274,805.90
4595190 HERCULES CA 94547 SFD 8.500 8.234 $2,000.71 360 1-May-27 $259,882.85
4595354 COUPEVILLE WA 98239 SFD 7.750 7.484 $1,919.98 360 1-Jun-27 $267,810.85
4595358 AROMAS CA 95004 SFD 8.500 8.234 $2,445.14 360 1-Jun-27 $317,807.36
4595387 MYRTLE BEACH SC 29572 SFD 8.500 8.234 $384.46 360 1-May-27 $49,939.20
4595394 STUART FL 34996 LCO 8.875 8.609 $2,386.93 360 1-May-27 $299,662.40
4595568 HUNTINGTON BEACH CA 92648 SFD 8.250 7.984 $2,146.37 360 1-Jun-27 $285,517.82
4595670 SOUTH SAN CA 94080 SFD 8.000 7.734 $1,761.04 360 1-Jul-27 $240,000.00
FRANCISCO
4595693 LONG BEACH CA 90803 SFD 8.250 7.984 $2,475.43 360 1-Jun-27 $329,289.88
4595706 SUMMIT NJ 07901 SFD 8.375 8.109 $1,748.17 360 1-Jun-27 $229,857.03
4595801 WOODBURY NY 11797 SFD 8.375 8.109 $3,040.29 360 1-Jun-27 $399,751.38
4595802 COTO DE CAZA CA 92679 PUD 8.125 7.859 $4,157.99 360 1-Jun-27 $559,633.68
4595813 AURORA CO 80014 SFD 7.750 7.484 $1,970.13 360 1-May-27 $274,610.58
4595844 WASHINGTON DC 20008 SFD 8.500 8.234 $2,688.12 360 1-Jun-27 $349,388.21
4595848 BETHESDA MD 20814 SFD 7.750 7.484 $1,805.36 360 1-Jun-27 $251,822.14
4595867 STAMFORD CT 06903 SFD 8.375 8.109 $2,584.25 360 1-Jun-27 $339,788.67
4595869 MONTCLAIR CA 91763 SFD 8.750 8.484 $1,126.56 360 1-Jun-27 $143,117.61
4595885 STUDIO CITY CA 91604 SFD 8.500 8.234 $2,417.46 360 1-May-27 $313,413.48
4595895 APTOS CA 95003 SFD 8.875 8.609 $1,861.81 360 1-May-27 $233,736.65
4595914 EDGEWATER MD 21037 SFD 7.625 7.359 $1,698.71 360 1-Jun-27 $239,826.29
4595987 SOUTHAMPTON NY 11968 SFD 8.500 8.234 $2,829.61 360 1-Jun-27 $367,777.06
4596050 SANTA MONICA CA 90402 SFD 7.875 7.609 $7,250.70 360 1-Jun-27 $999,311.80
4596054 HUNTINGTON BEACH CA 92647 SFD 8.250 7.984 $2,213.24 360 1-Jun-27 $294,412.14
4596071 PHOENIX AZ 85021 SFD 8.375 8.109 $2,365.73 360 1-Jul-27 $311,250.00
4596076 OMAHA NE 68154 SFD 7.625 7.359 $1,783.64 360 1-Jul-27 $252,000.00
4596105 JONESBORO GA 30236 SFD 8.375 8.109 $1,444.14 360 1-May-27 $189,762.99
4596132 ATLANTA GA 30319 SFD 8.125 7.859 $1,692.90 360 1-Jun-27 $227,850.85
4596140 WOODLAND HILLS CA 91367 SFD 8.250 7.984 $1,947.66 360 1-May-27 $258,918.23
4596146 MISSION VIEJO CA 92692 SFD 8.375 8.109 $2,189.01 360 1-May-27 $287,640.73
4596161 FAIRFAX STATION VA 22039 SFD 8.125 7.859 $2,604.68 360 1-Jun-27 $350,570.53
4596205 LIVINGSTON MT 59047 SFD 8.750 8.484 $2,230.30 360 1-Jun-27 $283,336.89
4596236 LAS FLORES AREA CA 92688 SFD 8.250 7.984 $1,872.91 360 1-May-27 $248,980.96
4596240 PALM CITY FL 34990 SFD 8.750 8.484 $1,872.35 360 1-May-27 $237,725.14
4596245 ENCINO AREA CA 91436 SFD 8.625 8.359 $3,640.06 360 1-May-27 $467,445.39
4596246 ORINDA CA 94563 SFD 8.375 8.109 $3,952.38 360 1-Jul-27 $520,000.00
4596267 COLORADO SPRINGS CO 80904 SFD 8.125 7.859 $1,856.25 360 1-Jun-27 $249,836.46
4596293 BELMONT CA 94002 PUD 8.000 7.734 $1,834.42 360 1-Jun-27 $249,832.25
4596296 OKLAHOMA CITY OK 73162 SFD 8.500 8.234 $1,731.98 360 1-Jun-27 $225,113.54
4596303 TEMECULA CA 92592 SFD 8.375 8.109 $2,128.21 360 1-Jun-27 $279,825.96
4596335 NAGS HEAD NC 27459 SFD 8.375 8.109 $2,120.61 360 1-Jun-27 $278,826.58
4596350 FREMONT CA 94539 SFD 8.000 7.734 $2,171.95 360 1-Jun-27 $295,801.38
4596370 YONKERS NY 10710 SFD 8.250 7.984 $1,652.79 360 1-Jun-27 $219,859.71
4596433 HOUSTON TX 77024 SFD 8.375 8.109 $2,979.49 360 1-Jun-27 $391,756.34
4596459 VIENNA VA 22181 SFD 7.875 7.609 $2,714.66 360 1-May-27 $373,882.99
4596462 AGOURA HILLS CA 91301 SFD 8.000 7.734 $1,643.64 360 1-Jun-27 $223,749.69
4596488 CHULA VISTA CA 91910 SFD 8.500 8.234 $2,010.71 360 1-Jun-27 $261,341.58
4596493 CERRITOS CA 90701 SFD 8.375 8.109 $1,319.49 360 1-Jun-27 $173,492.09
4596506 PRESCOTT AZ 86301 SFD 8.625 8.359 $2,488.93 360 1-Jun-27 $319,811.07
4596571 FREDERICK MD 21701 SFD 8.000 7.734 $1,603.28 360 1-May-27 $218,205.79
4596611 BENTON LA 71006 SFD 8.250 7.984 $2,343.96 360 1-May-27 $311,600.71
4596703 SCOTTSDALE AZ 85250 SFD 8.375 8.109 $3,222.71 360 1-Jun-27 $423,736.46
4596833 LOS ANGELES CA 91436 SFD 8.250 7.984 $2,704.56 360 1-May-27 $359,539.30
4596837 POWAY CA 92064 SFD 8.250 7.984 $1,803.04 360 1-May-27 $239,692.87
4596844 BENICIA CA 94510 SFD 8.000 7.734 $2,242.02 360 1-May-27 $304,333.26
4596860 LAKE ARROWHEAD CA 92352 SFD 8.875 8.609 $2,506.28 360 1-May-27 $314,645.51
4596871 MOORPARK CA 93021 SFD 8.625 8.359 $2,009.04 360 1-Jun-27 $258,147.49
4596894 PLACENTIA CA 92870 SFD 8.500 8.234 $1,022.66 360 1-May-27 $132,838.27
4596905 GRANADA HILLS CA 91344 SFD 8.625 8.359 $2,420.49 360 1-Jun-27 $311,016.26
4596970 GERMANTOWN TN 38138 SFD 8.375 8.109 $1,860.66 360 1-Jun-27 $244,647.84
4597153 VAIL CO 81657 LCO 8.500 8.234 $999.59 360 1-Jun-27 $129,921.24
4597227 SCOTTSDALE AZ 85254 SFD 7.875 7.609 $2,049.77 360 1-May-27 $282,309.62
4597300 SALT LAKE CITY UT 84121 SFD 8.250 7.984 $2,223.75 360 1-Jun-27 $295,811.25
4597333 AUSTIN TX 78722 SFD 8.500 8.234 $615.13 360 1-May-27 $79,902.73
4597388 ORLANDO FL 32835 SFD 8.250 7.984 $1,652.79 360 1-Jun-27 $219,859.71
4597566 EAST HAMPTON NY 11937 SFD 7.625 7.359 $2,123.39 360 1-Jul-27 $300,000.00
4597575 PRINCEVILLE HI 96722 SFD 8.625 8.359 $855.57 360 1-Jun-27 $109,935.06
4597584 LAS VEGAS NV 89129 PUD 8.250 7.984 $1,979.97 360 1-Jun-27 $263,381.94
4597596 IRVINGTON NY 10533 LCO 8.000 7.734 $2,201.30 360 1-Jul-27 $300,000.00
4597616 THOUSAND OAKS CA 91320 SFD 8.250 7.984 $2,563.32 360 1-Mar-27 $340,320.70
4597653 MANHASSET NY 11030 SFD 8.000 7.734 $1,907.79 360 1-Jun-27 $259,825.54
4597701 HUNTINGTON WV 25705 SFD 8.625 8.359 $1,841.03 360 1-Jul-27 $236,700.00
4597724 ORLANDO FL 32828 SFD 8.375 8.109 $690.53 360 1-Jun-27 $90,793.53
4597770 DALLAS TX 75243 SFD 8.125 7.859 $2,041.87 360 1-Jun-27 $274,820.11
4597833 PORT HUENEME CA 93041 LCO 8.500 8.234 $452.13 360 1-Jun-27 $58,764.37
4597889 PARSIPPANY-TROY NJ 07950 SFD 8.875 8.609 $1,158.46 360 1-Apr-27 $145,353.30
HILLS
4597926 NASHVILLE TN 37215 SFD 8.250 7.984 $1,769.99 360 1-Jun-27 $235,449.76
4597945 DALLAS TX 75209 SFD 8.625 8.359 $2,333.37 360 1-May-27 $299,644.49
4597973 GILBERT AZ 85296 SFD 8.625 8.359 $2,022.25 360 1-May-27 $259,691.90
4598001 ALTADENA AREA CA 91001 SFD 8.250 7.984 $1,874.42 360 1-Jun-27 $249,340.89
4598053 SMYRNA DE 19977 SFD 7.750 7.484 $1,708.65 360 1-May-27 $238,062.24
4598061 MT AIRY MD 21771 SFD 8.375 8.109 $2,213.33 360 1-May-27 $290,836.74
4598121 ASHLAND OR 97520 PUD 8.750 8.484 $944.05 360 1-Jun-27 $119,930.95
4598161 NEW CITY NY 10956 SFD 8.000 7.734 $1,834.42 360 1-Jul-27 $250,000.00
4598190 COLUMBUS OH 43201 SFD 8.875 8.609 $724.04 360 1-Jun-27 $90,948.98
4598218 CORAM NY 11727 SFD 8.875 8.609 $763.82 360 1-Jun-27 $95,946.18
4598282 ENCINO CA 91436 SFD 8.500 8.234 $2,802.69 360 1-Jun-27 $364,279.18
4598303 MOUNTAIN VIEW CA 94040 SFD 8.375 8.109 $1,672.16 360 1-Jun-27 $219,863.26
4598349 LOS GATOS CA 95030 PUD 8.125 7.859 $2,561.62 360 1-Jul-27 $345,000.00
4598359 STATEN ISLAND NY 10310 SFD 8.125 7.859 $1,663.20 360 1-Jun-27 $223,853.47
4598373 NAPLES FL 34105 SFD 8.250 7.984 $2,013.39 360 1-Jun-27 $267,829.11
4598374 PASADENA CA 91101 SFD 8.250 7.984 $3,305.58 360 1-Jun-27 $439,719.42
4598394 FARMINGTON CT 06032 SFD 7.875 7.609 $4,299.66 360 1-Jul-27 $593,000.00
4598405 LINCOLN NE 68512 SFD 8.500 8.234 $2,416.70 360 1-Jul-27 $314,300.00
4598430 LITTLETON CO 80120 SFD 8.625 8.359 $1,742.25 360 1-Jun-27 $223,867.75
4598458 LOS ANGELES CA 91316 SFD 8.375 8.109 $2,386.63 360 1-Jun-27 $313,804.83
4598535 HOUSTON TX 77056 SFD 7.875 7.609 $2,247.72 360 1-Jun-27 $309,786.66
4598673 VIRGINIA BEACH VA 23454 SFD 7.750 7.484 $2,149.24 360 1-Jun-27 $299,788.26
4598705 SCOTTSDALE AZ 85260 SFD 8.625 8.359 $2,100.03 360 1-Jun-27 $269,840.60
4598718 MORRISTOWN NJ 07960 SFD 8.375 8.109 $2,377.13 360 1-Jul-27 $312,750.00
4598765 WOODSTOCK GA 30188 SFD 8.125 7.859 $1,989.89 360 1-Jun-27 $267,824.69
4598808 CUTCHOGUE NY 11935 SFD 8.375 8.109 $2,280.22 360 1-May-27 $299,436.68
4598858 MONTCLAIR NJ 07042 SFD 7.625 7.359 $1,875.65 360 1-Jun-27 $264,808.21
4598880 COCOA FL 32927 SFD 8.500 8.234 $1,568.59 360 1-Jun-27 $203,876.41
4598904 HAYWARD CA 94541 SFD 8.500 8.234 $1,657.78 360 1-Jun-27 $215,469.39
4598955 CHAPPAQUA NY 10514 SFD 7.875 7.609 $2,088.20 360 1-Jun-27 $287,801.80
4599048 IRVINE CA 92620 SFD 8.125 7.859 $2,076.02 360 1-Jun-27 $279,417.11
4599079 OAKDALE CA 95361 SFD 8.000 7.734 $2,935.06 360 1-May-27 $399,461.43
4599099 NOKOMIS FL 34275 SFD 8.250 7.984 $3,341.64 360 1-Jul-27 $444,800.00
4599100 HOLLY SPRINGS NC 27540 SFD 7.750 7.484 $1,708.65 360 1-Jul-27 $238,500.00
4599121 HOUSTON TX 77005 SFD 8.000 7.734 $2,342.18 360 1-Jun-27 $318,985.82
4599137 MARTINEZ CA 94553 PUD 8.125 7.859 $1,819.12 360 1-Jun-27 $244,839.73
4599151 SAN ANTONIO TX 78209 SFD 8.000 7.734 $1,962.83 360 1-Jul-27 $267,500.00
4599174 BOWLING GREEN KY 42103 SFD 8.125 7.859 $1,707.75 360 1-Jun-27 $229,849.54
4599199 ALEXANDRIA VA 22305 SFD 7.625 7.359 $1,741.17 360 1-Jun-27 $245,821.96
4599243 MT JULIET TN 37122 SFD 8.125 7.859 $1,643.89 360 1-Jun-27 $221,255.17
4599245 MILL CREKK WA 98012 SFD 8.250 7.984 $1,682.54 360 1-Jun-27 $223,817.19
4599423 WESTON FL 33332 SFD 8.500 8.234 $2,191.40 360 1-Jun-27 $284,827.35
4599523 LAS VEGAS NV 89110 SFD 8.250 7.984 $1,826.33 360 1-Jun-27 $242,944.98
4599629 CONCORD CA 94518 SFD 8.250 7.984 $1,718.90 360 1-Jun-27 $228,654.10
4599662 MADISON CT 06443 SFD 8.000 7.734 $2,017.86 360 1-Jun-27 $274,815.47
4599664 WEST NYACK NY 10994 SFD 8.750 8.484 $1,563.57 360 1-Jun-27 $198,635.65
4599688 COLUMBIA MD 21044 SFD 8.750 8.484 $2,266.88 360 1-Jun-27 $287,984.21
4599740 ALAMEDA CA 94502 SFD 8.000 7.734 $1,319.68 360 1-Jun-27 $179,729.32
4599837 CLOSTER NJ 07624 SFD 8.500 8.234 $922.70 360 1-May-27 $119,854.09
4599881 SOUTHINGTON CT 06489 SFD 8.250 7.984 $2,065.99 360 1-Jun-27 $274,824.64
4599889 LOS ANGELES CA 90066 SFD 8.125 7.859 $991.98 360 1-Jun-27 $133,512.60
4599937 SAN MARINO CA 91108 SFD 8.250 7.984 $2,404.06 360 1-Jun-27 $319,795.94
4599999 NORTHBROOK IL 60062 SFD 8.250 7.984 $2,103.55 360 1-Jun-27 $279,821.45
4600104 IRVINE CA 92604 SFD 8.500 8.234 $2,001.49 360 1-Jun-27 $260,142.30
4600127 BONITA SPRINGS FL 34135 LCO 8.750 8.484 $475.17 360 1-Jun-27 $60,365.25
4600135 BENICIA CA 94510 SFD 8.250 7.984 $1,707.56 360 1-Jun-27 $227,145.06
4600161 SOUTHLAKE TX 76092 SFD 8.250 7.984 $2,006.64 360 1-Jul-27 $267,100.00
4600170 LEASBURG NC 27291 SFD 8.000 7.734 $1,907.79 360 1-Jun-27 $259,825.54
4600191 WOODLAND HILLS CA 91364 SFD 8.750 8.484 $2,371.91 360 1-Jun-27 $301,326.53
4600233 NASHVILLE TN 37215 SFD 8.000 7.734 $2,091.23 360 1-Jun-27 $284,808.77
4600244 CLIFTON VA 20124 SFD 8.625 8.359 $3,111.16 360 1-Jun-27 $399,763.84
4600356 STATEN ISLAND NY 10306 SFD 8.250 7.984 $1,748.58 360 1-Jul-27 $232,750.00
4600364 KIRKLAND WA 98033 SFD 8.625 8.359 $1,881.47 360 1-Jun-27 $241,757.19
4600408 VIENNA VA 22180 SFD 8.125 7.859 $2,472.52 360 1-Jun-27 $332,782.17
4600424 SAN GABRIEL CA 91776 SFD 8.750 8.484 $881.10 360 1-May-27 $111,870.67
4600427 SHERIDAN IN 46069 SFD 8.750 8.484 $590.03 360 1-Jul-27 $75,000.00
4600431 MALVERNE NY 11565 SFD 8.500 8.234 $1,038.03 360 1-Jun-27 $134,918.22
4600436 MESA AZ 85522 SFD 8.250 7.984 $2,220.00 360 1-Jun-27 $295,311.56
4600454 LONGPORT NJ 08403 SFD 8.875 8.609 $596.73 360 1-May-27 $74,915.61
4600482 MILLNECK NY 11765 SFD 8.375 8.109 $4,560.43 360 1-Apr-27 $598,873.39
4600483 CLARKSVILLE MD 21029 SFD 8.500 8.234 $2,368.26 360 1-May-27 $307,625.49
4600556 FLUSHING NY 11366 SFD 8.625 8.359 $1,970.54 360 1-Jun-27 $253,200.41
4600592 ATLANTA GA 30350 SFD 8.000 7.734 $1,570.26 360 1-Jun-27 $213,856.41
4600601 EDMONDS WA 98026 SFD 8.125 7.859 $1,798.33 360 1-Jun-27 $242,041.57
4600612 ALEXANDRIA VA 22302 SFD 7.750 7.484 $1,662.08 360 1-Jun-27 $231,836.25
4600725 HOUSTON TX 77024 SFD 8.500 8.234 $2,088.37 360 1-Jun-27 $271,435.46
4600735 HIGHLAND PARK IL 60035 SFD 8.375 8.109 $1,841.28 360 1-Jun-27 $242,099.42
4600758 COLLIERVILLE TN 38017 SFD 8.000 7.734 $1,987.04 360 1-Jun-27 $270,618.29
4600820 CINCINNATI OH 45244 SFD 8.375 8.109 $3,192.30 360 1-Jun-27 $419,738.95
4600905 LOS ANGELES CA 90077 SFD 8.000 7.734 $2,039.87 360 1-Jul-27 $278,000.00
4601018 ORANGE CA 92867 SFD 8.250 7.984 $2,997.93 360 1-Jul-27 $399,050.00
4601151 SAN CLEMENTE CA 92673 SFD 8.375 8.109 $2,006.60 360 1-Jun-27 $263,835.90
4601180 SEATTLE WA 98106 SFD 8.875 8.609 $827.07 360 1-Jun-27 $103,891.73
4601186 NORTHRIDGE AREA CA 91326 SFD 8.125 7.859 $1,991.38 360 1-Jul-27 $268,200.00
4601226 DEMAREST NJ 07627 SFD 8.250 7.984 $1,727.92 360 1-Jul-27 $230,000.00
4601266 PARK CITY UT 84098 SFD 8.000 7.734 $2,421.42 360 1-Jul-27 $330,000.00
4601314 FAIRFAX VA 22030 SFD 7.750 7.484 $1,862.68 360 1-May-27 $259,631.79
4601317 BENTONVILLE AR 72712 SFD 7.875 7.609 $2,494.24 360 1-Jun-27 $343,763.26
4601318 JERICHO NY 11753 SFD 7.750 7.484 $2,339.70 240 1-Mar-17 $282,942.22
4601429 KETCHUM ID 83340 SFD 8.250 7.984 $2,253.80 360 1-Jun-27 $299,808.70
4601458 NANTUCKET MA 02554 SFD 8.000 7.734 $1,893.12 360 1-Jul-27 $258,000.00
4601512 THOUSAND OAKS CA 91362 SFD 8.375 8.109 $2,050.29 360 1-May-27 $269,388.34
4601559 TROPHY CLUB TX 76262 SFD 8.125 7.859 $1,781.99 360 1-Jun-27 $239,843.01
4601682 CARY NC 27511 SFD 8.000 7.734 $1,914.31 360 1-Jun-27 $260,712.94
4601767 ALPHARETTA GA 30202 SFD 8.375 8.109 $3,891.57 360 1-Mar-27 $510,713.66
4601781 INDIAN BEACH NC 28575 HCO 8.875 8.609 $885.56 360 1-Jun-27 $111,237.60
4601866 RANCHO PALOS CA 90275 SFD 8.375 8.109 $3,040.29 360 1-Jun-27 $399,751.38
VERDES
4601930 TAMPA FL 33629 SFD 8.500 8.234 $1,153.38 360 1-Jun-27 $149,909.12
4601939 CHESTNUT HILL MA 02167 LCO 8.625 8.359 $2,706.71 360 1-Jun-27 $347,794.54
4601959 ALEXANDRIA VA 22305 SFD 8.375 8.109 $2,078.80 360 1-Jul-27 $273,500.00
4601967 MIDDLEBURG VA 20117 SFD 8.250 7.984 $1,878.17 360 1-Jun-27 $249,840.58
4601982 SOUTH SAN CA 94080 LCO 8.500 8.234 $1,051.88 360 1-Jun-27 $136,717.12
FRANCISCO
4602000 WOODBRIDGE VA 22192 SFD 8.250 7.984 $1,780.50 360 1-Jun-27 $236,848.88
4602053 BEDMINSTER NJ 07921 LCO 8.750 8.484 $1,006.98 360 1-Jul-27 $128,000.00
4602055 ROCHESTER HILLS MI 48309 SFD 8.500 8.234 $1,922.29 360 1-Jun-27 $249,848.54
4602089 EMERSON NJ 07630 SFD 8.875 8.609 $2,613.70 360 1-Jun-27 $328,315.83
4602169 SAN ANTONIO TX 78255 SFD 8.000 7.734 $2,142.60 360 1-Jun-27 $291,804.07
4602210 PRIOR LAKE MN 55372 SFD 8.375 8.109 $1,763.37 360 1-Jun-27 $231,855.80
4602372 SHORT HILLS NJ 07078 SFD 7.750 7.484 $3,094.91 360 1-Jun-27 $431,695.09
4602390 FREMONT CA 94539 SFD 8.375 8.109 $4,146.95 360 1-Apr-27 $543,817.23
4602425 ANNAPOLIS MD 21401 SFD 8.250 7.984 $2,324.42 360 1-Apr-27 $308,804.03
4602451 HILTON HEAD SC 29928 SFD 8.625 8.359 $2,426.71 360 1-Jun-27 $311,815.79
ISLAND
4602478 CANYON COUNTRY CA 91351 SFD 8.625 8.359 $2,426.71 360 1-May-27 $311,630.26
AREA
4602487 WOODLAND HILLS CA 91364 SFD 8.750 8.484 $1,982.49 360 1-May-27 $251,708.96
AREA
4602491 SNOQUALAMIE WA 98065 SFD 8.000 7.734 $1,650.97 360 1-Jun-27 $224,849.03
4602539 NORTH PALM BEACH FL 33408 SFD 8.750 8.484 $453.14 360 1-Jun-27 $57,566.86
4602613 THE WOODLANDS TX 77381 SFD 8.000 7.734 $1,596.68 360 1-Jul-27 $217,600.00
4602791 MAMARONECK NY 10543 SFD 8.250 7.984 $2,629.44 360 1-Jul-27 $350,000.00
4602844 LAWRENCEVILLE GA 30243 SFD 8.625 8.359 $1,047.69 360 1-Jun-27 $134,620.47
4602900 PARKER CO 80134 SFD 8.375 8.109 $2,263.50 360 1-Jun-27 $297,614.90
4602996 SAN FRANCISCO CA 94131 SFD 8.250 7.984 $2,277.85 360 1-Jun-27 $303,006.65
4602998 GERMANTOWN MD 20874 SFD 7.750 7.484 $1,647.75 360 1-Jun-27 $229,837.67
4602999 THOUSAND OAKS CA 91360 SFD 8.500 8.234 $1,753.13 360 1-Jun-27 $227,861.87
4603014 ANNAPOLIS MD 21401 SFD 8.250 7.984 $2,704.19 360 1-May-27 $359,489.36
4603036 LAS VEGAS NV 89117 SFD 8.500 8.234 $2,001.87 360 1-Jun-27 $260,192.28
4603039 MISSION VIEJO CA 92692 SFD 8.375 8.109 $1,717.00 360 1-May-27 $225,618.21
4603091 MANHASSET NY 11030 SFD 8.125 7.859 $1,819.12 360 1-Jul-27 $245,000.00
4603186 VICTORVILLE CA 92372 SFD 8.625 8.359 $2,023.04 360 1-Jun-27 $259,946.43
4603259 PAMPANO BEACH FL 33060 SFD 8.125 7.859 $594.00 360 1-Jun-27 $79,947.67
4603261 DRESHER PA 19025 SFD 7.500 7.234 $1,903.22 240 1-Jul-17 $236,250.00
4603286 SOUTHLAKE TX 76092 SFD 8.125 7.859 $3,355.34 360 1-May-27 $451,306.80
4603309 HIGHLAND VILLAGE TX 76067 SFD 8.000 7.734 $1,819.00 360 1-May-27 $247,566.23
4603475 LOS ANGELES CA 90046 SFD 8.000 7.734 $2,935.06 360 1-Jul-27 $400,000.00
4603508 TORRANCE CA 90503 LCO 8.500 8.234 $1,076.48 360 1-Jun-27 $139,915.19
4603566 SAN DIEGO CA 92130 PUD 8.875 8.609 $2,219.14 360 1-May-27 $278,596.12
4603575 LAS VEGAS NV 89131 SFD 8.500 8.234 $2,306.75 360 1-May-27 $299,158.03
4603693 MALIBU CA 90265 LCO 7.875 7.609 $2,378.23 360 1-Jun-27 $327,774.27
4604009 WESTLAKE VILLAGE CA 91361 SFD 8.125 7.859 $1,871.10 360 1-Jun-27 $251,835.15
4604111 SANTA ANA AREA CA 92705 SFD 8.000 7.734 $1,702.34 360 1-Jun-27 $231,844.33
4604343 SEDALIA CO 80135 SFD 8.500 8.234 $844.65 360 1-May-27 $109,716.43
4604375 ANNAPOLIS MD 21401 SFD 8.000 7.734 $3,434.02 360 1-Jun-27 $467,685.98
4604408 OAKTON VA 22124 SFD 8.500 8.234 $2,060.69 360 1-May-27 $267,674.13
4604446 THOMPSON CT 06255 LCO 8.625 8.359 $430.12 360 1-Jun-27 $55,267.35
4604720 MURPHYS CA 95247 SFD 8.375 8.109 $2,280.22 360 1-Jul-27 $300,000.00
4604753 LAS VEGAS NV 89131 SFD 8.500 8.234 $1,768.51 360 1-Jun-27 $229,860.66
4604822 BROOKLYN NY 11210 SFD 8.375 8.109 $2,109.20 360 1-Jun-27 $277,327.52
4604957 CHANDLER AZ 85226 SFD 7.625 7.359 $1,983.95 360 1-Jun-27 $280,097.12
4605010 WOODLAND HILLS CA 91364 SFD 7.750 7.484 $2,579.09 360 1-Jun-27 $359,745.91
4605070 HIGHLANDS RANCH CO 80126 SFD 8.250 7.984 $1,682.84 360 1-Jul-27 $224,000.00
4605293 BETHESDA MD 20817 SFD 7.625 7.359 $1,840.27 360 1-Jun-27 $259,811.81
4605498 PARK RIDGE IL 60068 SFD 8.500 8.234 $1,960.73 360 1-Jun-27 $254,845.52
4605502 WESTMINSTER CA 92683 SFD 8.250 7.984 $1,694.86 360 1-Jun-27 $225,456.14
4605506 TUCSON AZ 85718 SFD 8.375 8.109 $3,040.29 360 1-Jul-27 $400,000.00
4605576 ANNAPOLIS MD 21401 SFD 7.875 7.609 $2,218.72 360 1-Jun-27 $305,789.41
4605583 SCOTTSDALE AZ 85259 SFD 8.250 7.984 $3,305.58 360 1-Jun-27 $439,719.42
4605589 TOWSON MD 21204 SFD 8.875 8.609 $2,622.45 360 1-Jun-27 $329,415.22
4605624 EATONTON GA 31024 SFD 8.375 8.109 $1,935.14 360 1-Jun-27 $254,441.76
4605726 CHICAGO IL 60649 SFD 8.250 7.984 $3,080.20 360 1-Jul-27 $410,000.00
4605759 NAPLES FL 34103 LCO 8.375 8.109 $456.05 360 1-Jul-27 $60,000.00
4605811 OXNARD CA 93030 SFD 8.750 8.484 $1,056.15 360 1-Jun-27 $134,172.76
4605955 MONTCLAIR NJ 07043 SFD 8.250 7.984 $1,760.97 360 1-Jun-27 $234,250.53
4606053 LAS VEGAS NV 89115 SFD 8.500 8.234 $795.44 360 1-Jun-27 $103,387.33
4606286 MELBOURNE FL 32935 SFD 8.750 8.484 $971.58 360 1-Jul-27 $123,500.00
4606811 SAINT PETERSBURG FL 33710 SFD 8.750 8.484 $459.44 360 1-Jun-27 $58,366.39
4606845 PARK CITY UT 84098 SFD 8.500 8.234 $853.49 360 1-Jun-27 $110,932.76
4606870 LOS ANGELES CA 90731 SFD 8.250 7.984 $2,610.65 360 1-Jun-27 $347,278.41
4606876 CHINO HILLS CA 91709 SFD 8.375 8.109 $1,852.68 360 1-Jun-27 $243,598.49
4606916 LOS ANGELES CA 90056 SFD 8.000 7.734 $1,816.07 360 1-Jun-27 $247,333.93
4607087 BELLAIRE TX 77401 SFD 8.000 7.734 $2,101.51 360 1-Jul-27 $286,400.00
4607143 LAS VEGAS NV 89107 SFD 8.500 8.234 $3,037.21 360 1-Jun-27 $394,760.71
4607153 FINKSBURG MD 21048 SFD 7.750 7.484 $1,989.12 360 1-Jun-27 $277,313.91
4607158 GLENDALE CA 91208 SFD 8.375 8.109 $1,631.12 360 1-Jun-27 $214,466.61
4607465 SAN FRANCISCO CA 94111 HCO 8.375 8.109 $3,078.30 360 1-Jul-27 $405,000.00
4608130 KEY LARGO FL 33037 LCO 8.625 8.359 $700.02 360 1-Jul-27 $90,000.00
4608649 AGOURA HILLS CA 91301 SFD 8.500 8.234 $1,674.69 360 1-Jun-27 $217,668.06
4608657 MILLEDGEVILLE GA 31061 SFD 8.000 7.734 $1,966.49 360 1-Jun-27 $267,820.18
4608728 TEMPLE CITY CA 91780 SFD 8.125 7.859 $2,091.62 360 1-Jun-27 $281,515.72
4609182 SAN JOSE CA 95135 SFD 8.125 7.859 $2,724.97 360 1-Jun-27 $366,759.93
4609342 MALIBU AREA CA 90265 LCO 8.125 7.859 $2,762.09 360 1-Jun-27 $371,756.66
4609515 THOUSAND OAKS CA 91362 SFD 7.875 7.609 $2,146.21 360 1-Jun-27 $295,796.29
4609696 DEL MAR CA 92014 LCO 8.125 7.859 $2,672.99 360 1-Jun-27 $359,764.51
4610057 LONGWOOD FL 32779 SFD 8.375 8.109 $1,949.59 360 1-Jun-27 $256,340.57
4610095 DILLON CO 80435 SFD 8.125 7.859 $1,796.84 360 1-Jun-27 $241,841.71
4610126 ORINDA CA 94563 SFD 8.000 7.734 $2,444.90 360 1-Jun-27 $332,976.43
4610140 YORBA LINDA CA 92686 SFD 7.875 7.609 $1,983.79 360 1-Jun-27 $273,411.71
4610149 RESTON VA 22090 SFD 8.625 8.359 $3,031.83 360 1-Jun-27 $389,569.86
4610155 PHOENIX AZ 85013 SFD 8.250 7.984 $1,840.61 360 1-Jun-27 $244,843.77
4610177 STOCKTON CA 95212 SFD 8.250 7.984 $2,261.32 360 1-Jun-27 $300,808.06
4610191 DANVILLE CA 94506 SFD 8.000 7.734 $3,304.88 360 1-May-27 $449,793.57
4610866 ENCINITAS CA 92024 SFD 8.000 7.734 $1,907.79 360 1-Jun-27 $259,825.54
4611032 MONTVILLE NJ 07045 SFD 8.125 7.859 $1,856.25 360 1-Jun-27 $249,836.46
4611182 TAYLORSVILLE UT 84118 LCO 8.750 8.484 $393.36 360 1-Jul-27 $50,000.00
4618235 SUNDERLAND MD 20689 SFD 8.125 7.859 $2,783.62 360 1-May-27 $374,407.87
<S> <C>
COUNT: 895 $243,963,237.82
WAC: 8.235458108
WAM: 357.1038095
WALTV: 76.10476939
</TABLE>
<TABLE>
<CAPTION>
NASCOR
NMI / 1997-10 Exhibit F-2
20 & 30 YEAR FIXED RATE
NON-RELOCATION LOANS
(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
- -------- ------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
4525578 BELLE MEAD 79.61 0.250 0.016
4533509 MODESTO 95.00 17 0.250 0.016
4537033 FREEHOLD 67.50 0.250 0.016
4538355 POUGHKEEPSIE 89.46 13 0.250 0.016
4540642 KINGS BEACH 80.00 0.250 0.016
4540859 SHINGLE SPRINGS 90.00 17 0.250 0.016
4543752 OMAHA 80.00 0.250 0.016
4544743 KENT 90.00 12 0.250 0.016
4544920 POUGHKEEPSIE 84.01 33 0.250 0.016
4545360 REHOBOTH 61.43 0.250 0.016
4545498 NEWBURGH 74.65 0.250 0.016
4545958 CLARK 90.00 06 0.250 0.016
4546081 EUGENE 50.00 0.250 0.016
4548270 VIENNA 89.98 33 0.250 0.016
4550058 NEW ORLEANS 80.00 0.250 0.016
4551553 MANALAPAN 69.89 0.250 0.016
4555821 CARSON CITY 80.00 0.250 0.016
4556947 NEW PROVIDENCE 80.00 0.250 0.016
4559451 VERNON 79.96 0.250 0.016
4561254 HONOLULU 74.93 0.250 0.016
4561364 BEL AIR 86.22 0.250 0.016
4563164 NEVADA CITY 80.00 0.250 0.016
4563220 LAS VEGAS 95.00 01 0.250 0.016
4564179 LIVERMORE 80.00 0.250 0.016
4564196 NORWALK 80.00 0.250 0.016
4564274 BELLAIRE 80.00 0.250 0.016
4564644 RENO 62.50 0.250 0.016
4564856 OAKLEY 66.77 0.250 0.016
4565388 COROLLA 80.00 0.250 0.016
4565533 DAYTON 80.00 0.250 0.016
4566310 WOODMERE 94.99 06 0.250 0.016
4566606 NEW YORK 80.00 0.250 0.016
4566805 WALNUT CREEK 80.00 0.250 0.016
4567512 GLEN MILLS 65.50 0.250 0.016
4567742 HOLMDEL 80.00 0.250 0.016
4568294 NEEDHAM 60.44 0.250 0.016
4568416 COS COB 73.39 0.250 0.016
4568702 PLAINVIEW 34.00 0.250 0.016
4569156 CLARKSVILLE 76.14 0.250 0.016
4569195 OLNEY 80.00 0.250 0.016
4569468 CLAYTON 70.00 0.250 0.016
4569647 OLD WESTBURY 43.48 0.250 0.016
4569815 MIDWAY 32.96 0.250 0.016
4570146 SOUTHBURY 90.00 33 0.250 0.016
4570321 FRESNO 90.00 0.250 0.016
4570325 PELHAM MANOR 90.00 33 0.250 0.016
4570676 DURHAM 95.00 11 0.250 0.016
4570761 SOUTHLAKE 79.99 0.250 0.016
4570876 UNIVERSITY PLACE 85.00 12 0.250 0.016
4570879 SOUTHAMPTON 79.76 0.250 0.016
4571198 BELLINGHAM 83.16 17 0.250 0.016
4571281 HO-HO-KUS 80.00 0.250 0.016
4571282 ORANGE 90.00 11 0.250 0.016
4571607 WINDHAM 75.00 0.250 0.016
4572684 MILLBURN TOWNSHIP 73.68 0.250 0.016
4572699 FREEHOLD 80.00 0.250 0.016
4572715 EDINA 80.00 0.250 0.016
4572866 PLAINVIEW 80.00 0.250 0.016
4573278 HILLSBOROUGH TWP 79.19 0.250 0.016
4573284 PALM BEACH 70.00 0.250 0.016
4573788 PEABODY 73.68 0.250 0.016
4573800 DENVER 70.00 0.250 0.016
4573845 QUEENS VILLAGE 55.87 0.250 0.016
4573928 RESTON 80.00 0.250 0.016
4574269 WILTON 80.00 0.250 0.016
4574479 ATLANTA 80.00 0.250 0.016
4574546 OAKLAND 80.00 0.250 0.016
4574562 LIVINGSTON 70.00 0.250 0.016
4574711 LITTLE ROCK 80.00 0.250 0.016
4574881 LAKE OSWAGO 75.00 0.250 0.016
4575392 REDWOOD CITY 80.00 0.250 0.016
4575541 KATONAH 70.98 0.250 0.016
4575655 MILLSTONE 95.00 06 0.250 0.016
TOWNSHIP
4575813 SEAFORD 80.00 0.250 0.016
4576099 SINGER ISLAND 78.75 0.250 0.016
4576140 TURLOCK 80.00 0.250 0.016
4576366 BROOKLYN 89.85 11 0.250 0.016
4576417 SPARKS 87.72 01 0.250 0.016
4576464 EDMOND 75.00 0.250 0.016
4576503 LA CRESCENTA 90.00 0.250 0.016
4576506 LAKE GROVE 80.00 0.250 0.016
4576520 ANNAPOLIS 77.96 0.250 0.016
4576597 FISHERS 69.11 0.250 0.016
4576706 FARMINGDALE 68.78 0.250 0.016
4576723 PERRINEVILLE 79.98 0.250 0.016
4576788 MARINA DEL REY 68.03 0.250 0.016
AREA
4576803 EAST WILLISTON 80.00 FX30YR 0.250 0.016
4576838 EUGENE 73.91 0.250 0.016
4577103 BAYPORT 80.00 0.250 0.016
4577342 LANDENBERG 80.00 0.250 0.016
4577425 WEST MILFORD 80.00 0.250 0.016
4577444 AMESBURY 80.00 0.250 0.016
4577447 NATICK 74.63 0.250 0.016
4577483 CARBONDALE 90.00 01 0.250 0.016
4577536 NEWBURY PARK 90.00 0.250 0.016
4577567 CENTERPORT 90.00 33 0.250 0.016
4577714 FOLSOM 86.65 11 0.250 0.016
4577733 SHAKOPEE 80.00 0.250 0.016
4577758 SOLANA BEACH 80.00 0.250 0.016
4577804 ATLANTA 90.00 12 0.250 0.016
4577806 ROLLING HILLS 52.38 0.250 0.016
ESTATE
4577825 SHREWSBURY 69.57 0.250 0.016
4577914 MONTGOMERY 80.00 0.250 0.016
4577954 SCOTTSDALE 65.25 0.250 0.016
4577979 MEREDITH 61.54 0.250 0.016
4578047 LEVITTOWN 80.00 0.250 0.016
4578154 TEWKSBURY 75.13 0.250 0.016
TOWNSHIP
4578411 WESTPORT 90.00 06 0.250 0.016
4578417 RENO 77.65 0.250 0.016
4578422 LAFAYETTE 78.93 0.250 0.016
4578430 SANTA CLARITA 79.99 0.250 0.016
4578462 ANAHEIM 80.00 0.250 0.016
4578468 HENDERSON 75.00 0.250 0.016
4578473 NORHT KINGSTOWN 69.35 0.250 0.016
4578484 STRATHAM 73.57 0.250 0.016
4578508 HUNTINGTOWN 79.99 0.250 0.016
4578543 BASKING RIDGE 80.00 0.250 0.016
4578564 CITY ISLAND 80.00 0.250 0.016
4578662 POMONA 71.64 0.250 0.016
4578670 MOUNT KISCO 50.40 0.250 0.016
4578783 OCEANSIDE 79.74 0.250 0.016
4578888 SUMMIT 80.00 0.250 0.016
4578949 BELMONT 90.00 11 0.250 0.016
4578990 GALVESTON 88.80 06 0.250 0.016
4579018 SAINT LOUIS 90.00 0.250 0.016
4579025 TRABUCO CANYON 89.99 11 0.250 0.016
4579066 WASHINGTON 80.00FX30YR 0.250 0.016
TOWNSHIP
4579147 THE BOROUGH OF 63.65 0.250 0.016
SAYREVILLE
4579190 NEWTON 79.49 0.250 0.016
4579229 PATCHOGUE 75.00 0.250 0.016
4579252 MAHWAH 74.98 0.250 0.016
4579255 HOPEWELL TOWNSHIP 65.29 0.250 0.016
4579259 LAWRENCE 68.18 0.250 0.016
4579309 LOMPOC 70.59 0.250 0.016
4579311 MONROE 75.07 0.250 0.016
4579328 SANTA MONICA 58.33 0.250 0.016
4579349 LOS ANGELES 80.00 0.250 0.016
4579436 POMPTON PLAINS 80.00 0.250 0.016
4579450 LOUISVILLE 66.27 0.250 0.016
4579495 WINDERMERE 75.00 0.250 0.016
4579496 POTOMAC 69.44 0.250 0.016
4579509 BETHESDA 80.00 0.250 0.016
4579531 HUNTINGTON 37.74 0.250 0.016
STATION
4579542 HATTIESBURG 65.79 0.250 0.016
4579579 MASSAPEQUA 79.94 0.250 0.016
4579687 BEDFORD 76.12 0.250 0.016
4579721 DULUTH 67.21 0.250 0.016
4579834 BROOKVILLE 70.00 0.250 0.016
4579957 HERNDON 80.00 0.250 0.016
4580078 SARASOTA 73.50 0.250 0.016
4580104 AUSTIN 68.53 0.250 0.016
4580144 MONSEY 89.74 06 0.250 0.016
4580145 FAIRFAX STATION 65.66 0.250 0.016
4580293 MOKENA 80.00 0.250 0.016
4580332 ANNAPOLIS 69.00 0.250 0.016
4580340 FOOTHILL RANCH 90.00 0.250 0.016
AREA
4580355 FANWOOD 94.58 11 0.250 0.016
4580424 PLAINVIEW 73.09 0.250 0.016
4580427 BETHESDA 61.11 0.250 0.016
4580432 COROLLA 80.00 0.250 0.016
4580458 GREAT FALLS 80.00 0.250 0.016
4580461 RANCHO PALOS 80.00 0.250 0.016
VERDES
4580463 DALTON 59.05 0.250 0.016
4580518 LONGWOOD 80.00 0.250 0.016
4580592 SPRING GROVE 89.07 12 0.250 0.016
4580632 VIRGINIA BEACH 74.42 0.250 0.016
4580665 MARIETTA 90.00 11 0.250 0.016
4580683 SUMMERLAND KEY 68.75 0.250 0.016
4580813 SOUTHAMPTON 73.33 0.250 0.016
4580861 WOODMERE 69.00 0.250 0.016
4580865 MILL CREEK 80.00 0.250 0.016
4580868 OAKLAND 80.00 0.250 0.016
4580893 VIRGINIA BEACH 80.00 0.250 0.016
4580899 VIRGINIA BEACH 67.80 0.250 0.016
4580934 SCOTTSDALE 67.93 0.250 0.016
4580987 TEANECK 80.00 0.250 0.016
4581031 ARDSLEY 80.00 0.250 0.016
4581048 CORTLANDT MANOR 79.90 0.250 0.016
4581067 SPRING 80.00 0.250 0.016
4581157 LEXINGTON 60.55 0.250 0.016
4581170 AMBLER 69.06 0.250 0.016
4581192 ALTON 64.91 0.250 0.016
4581224 DARIEN 80.00 0.250 0.016
4581249 BERNARDS TOWNSHIP 72.38 0.250 0.016
4581334 MILTON 90.00 0.250 0.016
4581464 TIGARD 79.38 0.250 0.016
4581467 BOULDER 78.85 0.250 0.016
4581478 PHOENIX 89.99 01 0.250 0.016
4581487 MAHOMET 75.00 0.250 0.016
4581560 LANDENBERG 85.00 11 0.250 0.016
4581563 SOUTH JORDAN 77.88 0.250 0.016
4581593 WOODLAND HILLS 90.00 11 0.250 0.016
4581600 COTO DE CAZA 54.55 0.250 0.016
4581677 LAS VEGAS 89.94 01 0.250 0.016
4581694 HOLLIS HILLS 66.40 0.250 0.016
4581735 SEATTLE 75.00 0.250 0.016
4581768 MILL VALLEY 71.67 0.250 0.016
4581789 ALAMEDA 80.00 0.250 0.016
4581803 NORWOOD 80.00 0.250 0.016
4581812 PORTLAND 80.00 0.250 0.016
4581822 ISLAND PARK 90.00 11 0.250 0.016
4581868 WEST RIVER 80.00 0.250 0.016
4581911 WEST LINN 79.84 0.250 0.016
4581923 SAN ANTONIO 70.00 0.250 0.016
4581947 LUTZ 79.99 0.250 0.016
4581973 ALPHARETTA 67.47 0.250 0.016
4581985 TROY 63.47 0.250 0.016
4582007 BERWYN 88.40 0.250 0.016
4582023 NEWPORT BEACH 80.00 0.250 0.016
4582092 SCOTTSDALE 80.00 0.250 0.016
4582105 AMARILLO 92.00 01 0.250 0.016
4582134 NORTHRIDGE 95.00 11 0.250 0.016
4582210 SEWELL 71.62 0.250 0.016
4582214 N. POTOMAC 75.00 0.250 0.016
4582248 MARLBOROUGH 65.55 0.250 0.016
4582279 LA PALMA 95.00 17 0.250 0.016
4582337 DACULA 80.00 0.250 0.016
4582345 BLUFFTON 80.00 0.250 0.016
4582366 TARZANA 90.00 11 0.250 0.016
4582382 ALPHARETTA 79.55 0.250 0.016
4582385 SEDONA 50.00 0.250 0.016
4582412 RANCHO PALOS 90.00 11 0.250 0.016
VERDES
4582498 BOISE 77.78 0.250 0.016
4582535 UPPER DARBY 80.00 0.250 0.016
4582554 DIX HILLS 69.28 0.250 0.016
4582636 BROKEN ARROW 80.00 0.250 0.016
4582642 SHREWSBURY 90.00 0.250 0.016
4582684 LOS ANGELES 80.00 0.250 0.016
4582693 FRANKLIN 67.95 0.250 0.016
4582775 LEONARDTOWN 80.00 0.250 0.016
4582872 SIMI VALLEY 90.00 0.250 0.016
4582904 ACTON 56.74 0.250 0.016
4582933 MILLSTONE 66.67 0.250 0.016
TOWNSHIP
4582935 BURKE 90.00 0.250 0.016
4582954 NORTHPORT 80.00 0.250 0.016
4582971 HUNTINGTON BEACH 95.00 0.250 0.016
4582991 WINCHESTER 72.37 0.250 0.016
4583023 CRYSTAL LAKE 88.48 24 0.250 0.016
4583038 TEMPE 95.00 11 0.250 0.016
4583068 SEA GIRT 75.00 0.250 0.016
4583121 CHERRY HILL 80.00 0.250 0.016
TOWNSHIP
4583204 SUGAR GROVE 68.00 0.250 0.016
4583228 COON RAPIDS 80.00 0.250 0.016
4583235 SCARSDALE 80.00 0.250 0.016
4583245 SEATTLE 77.97 0.250 0.016
4583246 PELHAM MANOR 64.10 0.250 0.016
4583304 FOLSOM 85.00 12 0.250 0.016
4583320 VALPARAISO 76.80 0.250 0.016
4583321 MINNETONKA 63.22 0.250 0.016
4583344 WEST COVINA 69.90 0.250 0.016
4583350 JERICHO 80.00 0.250 0.016
4583351 CENTERPORT 80.00 0.250 0.016
4583471 PLAINVIEW 80.00 0.250 0.016
4583484 TULSA 75.00 0.250 0.016
4583504 FORT LEE 66.67 0.250 0.016
4583517 SAN JOSE 89.99 0.250 0.016
4583540 FAIRHAVEN 69.69 0.250 0.016
4583549 MALIBU 66.67 0.250 0.016
4583656 SAN LUIS OBISPO 73.96 0.250 0.016
4583675 MODESTO 70.00 0.250 0.016
4583768 CHESAPEAKE 57.47 0.250 0.016
4583770 ORLANDO 89.99 12 0.250 0.016
4583777 SAN CARLOS 75.00 0.250 0.016
4583790 BIRMINGHAM 74.24 0.250 0.016
4583797 PORTLAND 57.47 0.250 0.016
4583809 BELLINGHAM 80.00 0.250 0.016
4583963 KEW GARDENS 80.00 0.250 0.016
4583991 BOCA RATON 72.85 0.250 0.016
4584010 MERRICK 73.47 0.250 0.016
4584048 BOCA RATON 45.98 0.250 0.016
4584065 JUNO BEACH 74.96 0.250 0.016
4584079 DELRAY BEACH 74.32 0.250 0.016
4584087 SAN JOSE 75.00 0.250 0.016
4584101 RICHARDSON 50.78 0.250 0.016
4584152 FORT MYERS 74.97 0.250 0.016
4584166 ALEXANDRIA 73.66 0.250 0.016
4584167 HONOLULU 74.77 0.250 0.016
4584209 CORAL SPRINGS 72.22 0.250 0.016
4584217 YONKERS 66.81 0.250 0.016
4584228 SAN RAMON 58.40 0.250 0.016
4584247 BRADENTON 74.92 0.250 0.016
4584269 CORDOVA 55.00 0.250 0.016
4584336 BROOKLYN 80.00 0.250 0.016
4584338 SAN DIEGO 70.00 0.250 0.016
4584343 MOUNTAIN VIEW 74.98 0.250 0.016
4584359 DIX HILLS 42.55 0.250 0.016
4584366 PORT CHARLOTTE 74.95 0.250 0.016
4584372 WEST ISLIP 58.82 0.250 0.016
4584426 MT. JULIET 90.00 11 0.250 0.016
4584431 GARDEN GROVE 74.97 0.250 0.016
4584455 PAUPACK 79.59 0.250 0.016
4584465 CARLSBAD 69.25 0.250 0.016
4584473 LIVERMORE 74.97 0.250 0.016
4584507 BOULDER CITY 80.00 0.250 0.016
4584514 BIRMINGHAM 87.43 13 0.250 0.016
4584518 CHAPPAQUA 54.74 0.250 0.016
4584551 SOUTH HAMPTON 90.00 12 0.250 0.016
4584677 GULF SHORES 65.93 0.250 0.016
4584727 EVESHAM TWP 64.79 0.250 0.016
4584737 LAGUNA NIGUEL 79.65 0.250 0.016
4584748 GLEN COVE 80.00 0.250 0.016
4584755 MIDVALE 79.99 0.250 0.016
4584757 LIVERMORE 60.00 0.250 0.016
4584803 FOLSOM 80.00 0.250 0.016
4584810 CLARKSVILLE 87.66 0.250 0.016
4584826 CABOT 76.05 0.250 0.016
4584832 MANCHESTER 79.55 0.250 0.016
4584841 NASHVILLE 44.90 0.250 0.016
4584857 ANAHEIM 80.00 0.250 0.016
4584917 NEW CANAAN 34.31 0.250 0.016
4584926 SALEM 72.26 0.250 0.016
4584928 FAIRFAX 89.97 11 0.250 0.016
4584931 NEW ROCHELLE 65.30 0.250 0.016
4584996 UNIVERSITY PARK 61.86 0.250 0.016
4585059 CORONA 94.98 11 0.250 0.016
4585122 WILLMINGTON 70.60 0.250 0.016
4585212 LAPINE 66.91 0.250 0.016
4585226 YORBA LINDA 90.00 0.250 0.016
4585308 WINCHESTER 80.00 0.250 0.016
4585388 CULVER CITY 90.00 0.250 0.016
4585397 ATLANTA 47.83 0.250 0.016
4585472 MEDFORD 56.45 0.250 0.016
4585473 WESTON 58.18 0.250 0.016
4585479 HOLLYWOOD 60.34 0.250 0.016
4585481 LAFAYETTE 80.00 0.250 0.016
4585486 TEMECULA 90.00 0.250 0.016
4585490 BENBROOK 80.00 0.250 0.016
4585515 GREAT FALLS 80.00 0.250 0.016
4585567 NORFOLK 80.00 0.250 0.016
4585699 COLUMBIAVILLE 80.00 0.250 0.016
4585719 KITTY HAWK 61.27 0.250 0.016
4585747 YORBA LINDA 90.00 0.250 0.016
4585751 EUGENE 90.00 0.250 0.016
4585770 FREMONT 67.99 0.250 0.016
4585830 SANTA BARBARA 75.00 0.250 0.016
4585835 ZION 74.97 0.250 0.016
4585843 MIAMI 27.49 0.250 0.016
4585858 MADISON 90.00 11 0.250 0.016
4585917 NEWTOWN TOWNSHIP 57.74 0.250 0.016
4585920 PORT CHARLOTTE 75.00 0.250 0.016
4585926 WELLINGTON 74.98 0.250 0.016
4585945 SARASOTA 60.00 0.250 0.016
4585971 SYRACUSE 78.95 0.250 0.016
4585996 HILLSBOROUGH 64.68 0.250 0.016
4586005 CHICAGO 68.70 0.250 0.016
4586010 SARATOGA 80.00 0.250 0.016
4586027 LAUDERHILL 75.00 0.250 0.016
4586034 WHITE PLAINS 59.68 0.250 0.016
4586069 MODESTO 66.15 0.250 0.016
4586075 NEWNAN 80.00 0.250 0.016
4586081 BOTHELL 80.00 0.250 0.016
4586083 NOVATO 80.00 0.250 0.016
4586084 MILWAUKIE 69.46 0.250 0.016
4586087 SAN JOSE 80.00 0.250 0.016
4586096 SARASOTA 75.00 0.250 0.016
4586163 HALLANDALE 75.00 0.250 0.016
4586168 MEMPHIS 75.00 0.250 0.016
4586173 IRVINE 74.99 0.250 0.016
4586207 EVERETT 88.89 0.250 0.016
4586215 SCOTTSDALE 80.00 0.250 0.016
4586221 MILL CREEK 79.98 0.250 0.016
4586249 PHOENIX 90.00 01 0.250 0.016
4586252 MAHWAH 75.00 0.250 0.016
4586262 GREENVILLE 67.53 0.250 0.016
4586270 ALPHARETTA 80.00 0.250 0.016
4586272 DARLINGTON 80.00 0.250 0.016
4586274 VIRGINIA BEACH 34.95 0.250 0.016
4586276 ALEXANDRIA 79.53 0.250 0.016
4586280 RESTON 53.25 0.250 0.016
4586291 MECHANICSVILLE 84.88 06 0.250 0.016
4586296 ALBANY 77.47 0.250 0.016
4586330 PURCELLVILLE 80.00 0.250 0.016
4586339 PLANTATION 35.21 0.250 0.016
4586340 CUPERTINO 29.66 0.250 0.016
4586341 CHICAGO 74.94 0.250 0.016
4586357 ORANGE 80.00 0.250 0.016
4586358 COCONUT CREEK 75.00 0.250 0.016
4586362 MISSION VIEJO 80.00 0.250 0.016
4586364 COMPTON 62.61 0.250 0.016
4586375 STUART 65.00 0.250 0.016
4586413 WESTOVER 65.22 0.250 0.016
4586430 SAN MARINO 34.09 0.250 0.016
4586441 HOLLYWOOD 64.84 0.250 0.016
4586452 PORT JEFFERSON 79.99 0.250 0.016
4586460 APOPKA 90.00 0.250 0.016
4586562 MINNETRISTA 64.40 0.250 0.016
4586572 LOS ANGELES 89.98 13 0.250 0.016
4586573 BRANCHBURG 85.88 11 0.250 0.016
4586575 FOUNTAIN HILLS 71.43 0.250 0.016
4586627 FULLERTON 80.00 0.250 0.016
4586758 MONTEREY PARK 80.00 0.250 0.016
4586759 MONROE 95.00 11 0.250 0.016
4586763 SANTA MONICA 90.00 0.250 0.016
4586783 BOULDER 95.00 11 0.250 0.016
4586789 ALEXANDRIA 90.00 12 0.250 0.016
4586802 LYNBROOK 74.99 0.250 0.016
4586803 UPPER SADDLE 74.76 0.250 0.016
RIVER
4586811 LOCUST VALLEY 80.00 0.250 0.016
4586835 CLARKSBURG 69.84 0.250 0.016
4586843 OLD HICKORY 84.20 13 0.250 0.016
4586874 FOUNTAIN HILLS 94.99 0.250 0.016
4586880 FALLS CHURCH 67.75 0.250 0.016
4586893 PASADENA AREA 75.00 0.250 0.016
4587000 EUGENE 65.00 0.250 0.016
4587002 CHERRY HILL 90.00 12 0.250 0.016
4587072 WESTFIELD 90.00 11 0.250 0.016
4587181 HAPPY VALLEY 80.00 0.250 0.016
4587183 WESTERVILLE 74.50 0.250 0.016
4587191 WASHINGTON 80.00 0.250 0.016
4587240 INDIANAPOLIS 80.00 0.250 0.016
4587265 CLINTON TOWNSHIP 90.00 12 0.250 0.016
4587293 NAUGATUCK 65.00 0.250 0.016
4587325 GLENVIEW 75.00 0.250 0.016
4587336 PROVIDENCE 76.29 0.250 0.016
4587436 BEDFORD 75.00 0.250 0.016
4587464 PORT ORCHARD 72.60 0.250 0.016
4587656 WOODBURY 80.00 0.250 0.016
4587685 CENTREVILLE 90.00 0.250 0.016
4587731 BURLINGAME 46.43 0.250 0.016
4587840 HOUSTON 90.00 24 0.250 0.016
4587875 FOSTER CITY 77.78 0.250 0.016
4587883 QUIOGUE 80.00 0.250 0.016
4587912 EAST SANDWICH 79.75 0.250 0.016
4587962 TRABUCO CANYON 79.77 0.250 0.016
AREA
4587966 SOUTH SALEM 80.00 0.250 0.016
4588015 BROOKLYN 75.38 0.250 0.016
4588085 PRAIRIEVILLE 72.08 0.250 0.016
4588088 CONWAY 79.09 0.250 0.016
4588096 HICKORY HILLS 95.00 01 0.250 0.016
4588110 MIDDLETOWN 90.00 06 0.250 0.016
4588311 GREAT FALLS 79.75 0.250 0.016
4588362 ENCINITAS 75.00 0.250 0.016
4588367 MENLO PARK 75.00 0.250 0.016
4588377 MIAMI BEACH 80.00 0.250 0.016
4588436 GREELEY 87.35 01 0.250 0.016
4588465 LEWES 79.99 0.250 0.016
4588528 FREEPORT 51.14 0.250 0.016
4588640 LYNBROOK 80.00 0.250 0.016
4588676 OLYMPIA 90.00 06 0.250 0.016
4588702 GREENSBORO 94.99 06 0.250 0.016
4588777 ARRINGTON 90.00 11 0.250 0.016
4588800 PALISADES PARK 79.50 0.250 0.016
4588801 ALPHARETTA 80.00 0.250 0.016
4588821 EDEN 71.90 0.250 0.016
4588866 ARDSLEY 95.00 11 0.250 0.016
4588947 EDMOND 90.00 01 0.250 0.016
4588959 CHAPPAQUA 80.00 0.250 0.016
4588981 BOWIE 90.00 12 0.250 0.016
4589001 WESTLAKE VILLAGE 43.87 0.250 0.016
4589062 THE WOODLANDS 80.00 0.250 0.016
4589141 WEST LINN 89.99 06 0.250 0.016
4589142 GREENWICH 48.39 0.250 0.016
4589157 SAN RAFAEL 75.45 0.250 0.016
4589171 BRADENTON 74.87 0.250 0.016
4589175 HONOLULU 75.00 0.250 0.016
4589185 EDISON 80.00 0.250 0.016
4589189 WILLIAMS 64.60 0.250 0.016
4589195 FORT SALONGA 80.00 0.250 0.016
4589200 EL CAJON 88.24 12 0.250 0.016
4589241 LITTLE ROCK 90.13 13 0.250 0.016
4589244 FENWICK ISLAND 55.17 0.250 0.016
4589248 MOUNT PLEASANT 80.00 0.250 0.016
4589283 FLAGSTAFF 69.74 0.250 0.016
4589286 GOODLETTSVILLE 78.53 0.250 0.016
4589333 SCOTTSDALE 54.17 0.250 0.016
4589339 MAPLE VALLEY 80.00 0.250 0.016
4589344 LAFAYETTE 62.05 0.250 0.016
4589401 NANUET 74.95 0.250 0.016
4589413 LA MESA 84.38 06 0.250 0.016
4589428 MORROW 79.84 0.250 0.016
4589505 FORT LAUDERDALE 75.00 0.250 0.016
4589521 MURRIETA 50.00 0.250 0.016
4589557 ORINDA 80.00 0.250 0.016
4589575 TUCSON 68.54 0.250 0.016
4589576 FALLBROOK 53.13 0.250 0.016
4589697 CHULA VISTA 70.00 0.250 0.016
4589858 ATASCADERO 74.99 0.250 0.016
4589879 DALLAS 74.94 0.250 0.016
4589882 SAN JOSE 79.75 0.250 0.016
4589899 BERKELEY 72.10 0.250 0.016
4589914 OAK PARK 67.03 0.250 0.016
4589933 HOUSTON 74.99 0.250 0.016
4589981 SAN DIEGO 70.00 0.250 0.016
4590002 MODESTO 75.00 0.250 0.016
4590060 CUPERTINO 70.00 0.250 0.016
4590082 HUNTINGTON WOODS 72.17 0.250 0.016
4590086 SAN JOSE 66.30 0.250 0.016
4590100 BELLEVUE 58.64 0.250 0.016
4590108 LITTLE FALLS 75.00 0.250 0.016
4590128 WINCHESTER 75.00 0.250 0.016
4590135 ANAHEIM 80.00 0.250 0.016
4590148 SOUTH RIDING 69.99 0.250 0.016
4590171 GAHANNA 80.00 0.250 0.016
4590180 SCOTTSDALE 90.00 01 0.250 0.016
4590195 PHOENIX 90.00 06 0.250 0.016
4590206 FREEHOLD 79.97 0.250 0.016
4590227 BOUNTIFUL 67.86 0.250 0.016
4590250 HIGHLAND 70.75 0.250 0.016
4590254 MARIETTA 88.70 06 0.250 0.016
4590269 MARTINEZ 90.00 0.250 0.016
4590278 SOLANA BEACH 89.90 12 0.250 0.016
4590290 FORT COLLINS 79.87 0.250 0.016
4590322 SOUTHINGTON 80.00 0.250 0.016
4590339 PALO ALTO 68.49 0.250 0.016
4590342 READINGTON 67.77 0.250 0.016
4590396 PORT REPUBLIC 33.48 0.250 0.016
4590449 CHICAGO 75.54 0.250 0.016
4590464 MERIDIAN 48.00 0.250 0.016
4590468 ALEXANDRIA 79.99 0.250 0.016
4590533 ALPHARETTA 75.00 0.250 0.016
4590542 BOWLING GREEN 68.97 0.250 0.016
4590555 STAMFORD 80.00 0.250 0.016
4590574 COOPER CITY 80.00 0.250 0.016
4590652 SALT LAKE CITY 80.00 0.250 0.016
4590720 SALT LAKE CITY 87.94 13 0.250 0.016
4590731 DRIPPING SPRINGS 80.00 0.250 0.016
4590761 PORTLAND 73.28 0.250 0.016
4590781 MEDFORD 57.38 0.250 0.016
4590849 MASSAPEQUA 80.00 0.250 0.016
4591042 VALLEY STREAM 74.77 0.250 0.016
4591082 SADDLE BROOK 67.42 0.250 0.016
4591085 DARIEN 74.29 0.250 0.016
4591091 EUGENE 80.00 0.250 0.016
4591098 MERCER ISLAND 74.96 0.250 0.016
4591121 GLEN ELLYN 80.00 0.250 0.016
4591159 ATLANTA 69.89 0.250 0.016
4591212 RIPON 87.46 17 0.250 0.016
4591229 SALT LAKE CITY 55.26 0.250 0.016
4591239 TEMPE 75.00 0.250 0.016
4591297 ARGYLE 80.00 0.250 0.016
4591302 OCEANSIDE 80.00 0.250 0.016
4591316 WHITTIER 80.00 0.250 0.016
4591334 SAN ANTONIO 80.00 0.250 0.016
4591338 BASKING RIDGE 77.20 0.250 0.016
4591382 BRONXVILLE 73.77 0.250 0.016
4591402 SAUGUS 89.90 06 0.250 0.016
4591439 HIGHLAND PARK 80.00 0.250 0.016
4591504 DAVIE 73.21 0.250 0.016
4591510 REDWOOD CITY 74.63 0.250 0.016
4591513 WYCOMBE 61.07 0.250 0.016
4591641 HURST 49.38 0.250 0.016
4591647 PARK CITY 80.00 0.250 0.016
4591733 SANTA CRUZ 75.00 0.250 0.016
4591737 SNOHOMISH 90.00 12 0.250 0.016
4591800 CARBONDALE 60.34 0.250 0.016
4591838 ROCKLIN 79.97 0.250 0.016
4591850 EVERETT 95.00 12 0.250 0.016
4591872 MORTON 95.00 11 0.250 0.016
4591907 PORTLAND 80.00 0.250 0.016
4591908 COLORADO SPRINGS 61.43 0.250 0.016
4591918 LOS ANGELES 80.00 0.250 0.016
4591923 FLOWER MOUND 80.00 0.250 0.016
4591948 MATTITUCK 62.26 0.250 0.016
4592006 MOUNT PLEASANT 80.00 0.250 0.016
4592039 WESTERN SPRINGS 72.86 0.250 0.016
4592123 ENCINITAS 75.00 0.250 0.016
4592146 PEMBROKE PINES 90.00 11 0.250 0.016
4592311 ROBBINSVILLE 90.00 0.250 0.016
4592350 PELHAM 76.07 0.250 0.016
4592436 ROCHESTER 79.99 0.250 0.016
4592511 BUENO PARK 80.00 0.250 0.016
4592587 FAIRFAX 95.00 0.250 0.016
4592620 RALEIGH 80.00 0.250 0.016
4592643 SOUTH OGDEN 71.51 0.250 0.016
4592808 WOLVERINE LAKE 78.14 0.250 0.016
4592868 PEMBROKE PINES 79.96 0.250 0.016
4592890 EDEN PRAIRIE 80.00 0.250 0.016
4592951 SOUTHLAKE 73.96 0.250 0.016
4592953 SANTA BARBARA 76.27 0.250 0.016
4592999 SEASIDE 90.00 11 0.250 0.016
4593004 FAIR OAKS RANCH 89.75 01 0.250 0.016
4593084 NORTH HOLLYWOOD 80.00 0.250 0.016
4593142 HENDERSON 80.00 0.250 0.016
4593264 HOUSTON 79.12 0.250 0.016
4593311 LLOYD NECK 80.00 0.250 0.016
4593331 LIVERMORE 80.00 0.250 0.016
4593396 LOS ANGELES 90.00 11 0.250 0.016
4593410 NEW YORK 90.00 06 0.250 0.016
4593528 SNOHOMISH 90.00 12 0.250 0.016
4593534 RICHARDSON 77.92 0.250 0.016
4593579 BARRINGTON 74.57 0.250 0.016
4593589 CLYDE HILL 61.35 0.250 0.016
4593633 SARATOGA 54.13 0.250 0.016
4593648 PRESCOTT 55.77 0.250 0.016
4593650 ROCKPORT 70.00 0.250 0.016
4593657 WAINSCOTT 80.00 0.250 0.016
4593702 KAILUA 68.25 0.250 0.016
4593755 LONG BEACH 90.00 0.250 0.016
4593864 LOS ANGELES 80.00 0.250 0.016
4593899 ANNAPOLIS 79.38 0.250 0.016
4593913 GROTON 90.00 12 0.250 0.016
4593918 WYCKOFF 80.00 0.250 0.016
4593921 KITTY HAWK 80.00 0.250 0.016
4593944 EAST PATCHOGUE 90.00 0.250 0.016
4593954 CLEARWATER 95.00 11 0.250 0.016
4594022 WESTPORT 80.00 0.250 0.016
4594034 NORTH SALT LAKE 89.97 06 0.250 0.016
4594091 FAIRFAX STATION 80.00 0.250 0.016
4594113 FULSHEAR 80.00 0.250 0.016
4594129 BELLEVUE 51.72 0.250 0.016
4594201 ALPHARETTA 79.99 0.250 0.016
4594244 MESA 48.39 0.250 0.016
4594246 SCOTTSDALE 80.00 0.250 0.016
4594286 LOS ALTOS 46.15 0.250 0.016
4594399 NAPLES 80.00 0.250 0.016
4594439 FORT SALONGA 79.94 0.250 0.016
4594465 HOUSTON 80.00 0.250 0.016
4594495 EDISON TWP 26.09 0.250 0.016
4594548 SUN VALLEY 55.95 0.250 0.016
4594568 NEW MILFORD 72.73 0.250 0.016
4594582 EAGLE VAIL 71.35 0.250 0.016
4594604 ZIONSVILLE 79.35 0.250 0.016
4594661 SAN JOSE 80.00 0.250 0.016
4594662 WESTWOOD 64.84 0.250 0.016
4594682 BAYSIDE 65.36 0.250 0.016
4594706 REMSENBURG 75.00 0.250 0.016
4594868 MASSAPEQUA 80.00 0.250 0.016
4594873 SPICEWOOD 88.90 06 0.250 0.016
4594882 FARMINGTON HILLS 89.98 01 0.250 0.016
4594897 BEAVERTON 55.65 0.250 0.016
4594905 FAIRFIELD 80.00 0.250 0.016
4594907 NEWTOWN 74.89 0.250 0.016
4594916 LAGUNA BEACH 49.70 0.250 0.016
4594921 UPLAND 80.00 0.250 0.016
4595025 SAN RAFAEL 70.00 0.250 0.016
4595037 FREMONT 72.83 0.250 0.016
4595046 MIAMI BEACH 74.96 0.250 0.016
4595114 POTOMAC 67.40 0.250 0.016
4595190 HERCULES 95.00 13 0.250 0.016
4595354 COUPEVILLE 80.00 0.250 0.016
4595358 AROMAS 74.47 0.250 0.016
4595387 MYRTLE BEACH 17.54 0.250 0.016
4595394 STUART 75.95 0.250 0.016
4595568 HUNTINGTON BEACH 89.98 0.250 0.016
4595670 SOUTH SAN 64.86 0.250 0.016
FRANCISCO
4595693 LONG BEACH 68.72 0.250 0.016
4595706 SUMMIT 69.70 0.250 0.016
4595801 WOODBURY 64.21 0.250 0.016
4595802 COTO DE CAZA 73.20 0.250 0.016
4595813 AURORA 75.97 0.250 0.016
4595844 WASHINGTON 80.00 0.250 0.016
4595848 BETHESDA 80.00 0.250 0.016
4595867 STAMFORD 80.00FX30YR 0.250 0.016
4595869 MONTCLAIR 80.00 0.250 0.016
4595885 STUDIO CITY 80.00 0.250 0.016
4595895 APTOS 69.85 0.250 0.016
4595914 EDGEWATER 69.16 0.250 0.016
4595987 SOUTHAMPTON 80.00 0.250 0.016
4596050 SANTA MONICA 46.62 0.250 0.016
4596054 HUNTINGTON BEACH 89.89 0.250 0.016
4596071 PHOENIX 75.00 0.250 0.016
4596076 OMAHA 80.00 0.250 0.016
4596105 JONESBORO 69.34 0.250 0.016
4596132 ATLANTA 80.00 0.250 0.016
4596140 WOODLAND HILLS 88.18 11 0.250 0.016
4596146 MISSION VIEJO 90.00 0.250 0.016
4596161 FAIRFAX STATION 80.00 0.250 0.016
4596205 LIVINGSTON 90.00 0.250 0.016
4596236 LAS FLORES AREA 79.99 0.250 0.016
4596240 PALM CITY 82.07 33 0.250 0.016
4596245 ENCINO AREA 78.00 0.250 0.016
4596246 ORINDA 63.80 0.250 0.016
4596267 COLORADO SPRINGS 62.50 0.250 0.016
4596293 BELMONT 78.87 0.250 0.016
4596296 OKLAHOMA CITY 85.00 12 0.250 0.016
4596303 TEMECULA 80.00 0.250 0.016
4596335 NAGS HEAD 68.05 0.250 0.016
4596350 FREMONT 80.00 0.250 0.016
4596370 YONKERS 80.00 0.250 0.016
4596433 HOUSTON 80.00 0.250 0.016
4596459 VIENNA 80.00 0.250 0.016
4596462 AGOURA HILLS 80.00 0.250 0.016
4596488 CHULA VISTA 79.99 0.250 0.016
4596493 CERRITOS 80.00 0.250 0.016
4596506 PRESCOTT 68.09 0.250 0.016
4596571 FREDERICK 95.00 01 0.250 0.016
4596611 BENTON 80.00 0.250 0.016
4596703 SCOTTSDALE 80.00 0.250 0.016
4596833 LOS ANGELES 80.00 0.250 0.016
4596837 POWAY 80.00 0.250 0.016
4596844 BENICIA 90.00 01 0.250 0.016
4596860 LAKE ARROWHEAD 90.00 17 0.250 0.016
4596871 MOORPARK 90.00 0.250 0.016
4596894 PLACENTIA 54.73 0.250 0.016
4596905 GRANADA HILLS 80.00 0.250 0.016
4596970 GERMANTOWN 80.00 0.250 0.016
4597153 VAIL 61.90 0.250 0.016
4597227 SCOTTSDALE 89.98 01 0.250 0.016
4597300 SALT LAKE CITY 80.00 0.250 0.016
4597333 AUSTIN 80.00 0.250 0.016
4597388 ORLANDO 80.00 0.250 0.016
4597566 EAST HAMPTON 50.00 0.250 0.016
4597575 PRINCEVILLE 40.00 0.250 0.016
4597584 LAS VEGAS 89.64 11 0.250 0.016
4597596 IRVINGTON 75.00 0.250 0.016
4597616 THOUSAND OAKS 74.99 0.250 0.016
4597653 MANHASSET 55.32 0.250 0.016
4597701 HUNTINGTON 90.00 11 0.250 0.016
4597724 ORLANDO 79.72 0.250 0.016
4597770 DALLAS 70.51 0.250 0.016
4597833 PORT HUENEME 80.00 0.250 0.016
4597889 PARSIPPANY-TROY 80.00 0.250 0.016
HILLS
4597926 NASHVILLE 80.00 0.250 0.016
4597945 DALLAS 65.22 0.250 0.016
4597973 GILBERT 77.61 0.250 0.016
4598001 ALTADENA AREA 77.01 0.250 0.016
4598053 SMYRNA 90.00 01 0.250 0.016
4598061 MT AIRY 79.78 0.250 0.016
4598121 ASHLAND 70.59 0.250 0.016
4598161 NEW CITY 74.63 0.250 0.016
4598190 COLUMBUS 70.00 0.250 0.016
4598218 CORAM 80.00 0.250 0.016
4598282 ENCINO 90.00 11 0.250 0.016
4598303 MOUNTAIN VIEW 68.75 0.250 0.016
4598349 LOS GATOS 75.00 0.250 0.016
4598359 STATEN ISLAND 80.00 0.250 0.016
4598373 NAPLES 80.00 0.250 0.016
4598374 PASADENA 80.00 0.250 0.016
4598394 FARMINGTON 60.82 0.250 0.016
4598405 LINCOLN 89.80 0.250 0.016
4598430 LITTLETON 94.99 17 0.250 0.016
4598458 LOS ANGELES 80.00 0.250 0.016
4598535 HOUSTON 60.27 0.250 0.016
4598673 VIRGINIA BEACH 69.77 0.250 0.016
4598705 SCOTTSDALE 75.00 0.250 0.016
4598718 MORRISTOWN 90.00 06 0.250 0.016
4598765 WOODSTOCK 80.00 0.250 0.016
4598808 CUTCHOGUE 71.77 0.250 0.016
4598858 MONTCLAIR 66.08 0.250 0.016
4598880 COCOA 80.00 0.250 0.016
4598904 HAYWARD 80.00 0.250 0.016
4598955 CHAPPAQUA 80.00 0.250 0.016
4599048 IRVINE 90.00 13 0.250 0.016
4599079 OAKDALE 68.97 0.250 0.016
4599099 NOKOMIS 80.00 0.250 0.016
4599100 HOLLY SPRINGS 90.00 11 0.250 0.016
4599121 HOUSTON 80.00 0.250 0.016
4599137 MARTINEZ 68.06 0.250 0.016
4599151 SAN ANTONIO 52.45 0.250 0.016
4599174 BOWLING GREEN 79.58 0.250 0.016
4599199 ALEXANDRIA 63.08 0.250 0.016
4599243 MT JULIET 90.00 12 0.250 0.016
4599245 MILL CREKK 80.00 0.250 0.016
4599423 WESTON 71.61 0.250 0.016
4599523 LAS VEGAS 60.78 0.250 0.016
4599629 CONCORD 80.00 0.250 0.016
4599662 MADISON 72.39 0.250 0.016
4599664 WEST NYACK 75.00 0.250 0.016
4599688 COLUMBIA 90.00 01 0.250 0.016
4599740 ALAMEDA 74.06 0.250 0.016
4599837 CLOSTER 75.00 0.250 0.016
4599881 SOUTHINGTON 68.75 0.250 0.016
4599889 LOS ANGELES 80.00 0.250 0.016
4599937 SAN MARINO 69.87 0.250 0.016
4599999 NORTHBROOK 46.90 0.250 0.016
4600104 IRVINE 95.00 11 0.250 0.016
4600127 BONITA SPRINGS 80.00 0.250 0.016
4600135 BENICIA 80.00 0.250 0.016
4600161 SOUTHLAKE 79.99 0.250 0.016
4600170 LEASBURG 69.33 0.250 0.016
4600191 WOODLAND HILLS 89.73 11 0.250 0.016
4600233 NASHVILLE 69.51 0.250 0.016
4600244 CLIFTON 80.00 0.250 0.016
4600356 STATEN ISLAND 95.00 11 0.250 0.016
4600364 KIRKLAND 89.99 13 0.250 0.016
4600408 VIENNA 75.68 0.250 0.016
4600424 SAN GABRIEL 42.75 0.250 0.016
4600427 SHERIDAN 62.50 0.250 0.016
4600431 MALVERNE 78.49 0.250 0.016
4600436 MESA 75.00 0.250 0.016
4600454 LONGPORT 7.94 0.250 0.016
4600482 MILLNECK 29.63 0.250 0.016
4600483 CLARKSVILLE 80.00 0.250 0.016
4600556 FLUSHING 90.00 11 0.250 0.016
4600592 ATLANTA 60.12 0.250 0.016
4600601 EDMONDS 95.00 11 0.250 0.016
4600612 ALEXANDRIA 80.00 0.250 0.016
4600725 HOUSTON 77.60 0.250 0.016
4600735 HIGHLAND PARK 75.70 0.250 0.016
4600758 COLLIERVILLE 80.00 0.250 0.016
4600820 CINCINNATI 80.00 0.250 0.016
4600905 LOS ANGELES 69.50 0.250 0.016
4601018 ORANGE 89.67 0.250 0.016
4601151 SAN CLEMENTE 80.00 0.250 0.016
4601180 SEATTLE 79.99 0.250 0.016
4601186 NORTHRIDGE AREA 90.00 01 0.250 0.016
4601226 DEMAREST 69.70 0.250 0.016
4601266 PARK CITY 76.74 0.250 0.016
4601314 FAIRFAX 68.06 0.250 0.016
4601317 BENTONVILLE 80.00 0.250 0.016
4601318 JERICHO 78.73 0.250 0.016
4601429 KETCHUM 75.00 0.250 0.016
4601458 NANTUCKET 61.43 0.250 0.016
4601512 THOUSAND OAKS 65.00 0.250 0.016
4601559 TROPHY CLUB 80.00 0.250 0.016
4601682 CARY 69.57 0.250 0.016
4601767 ALPHARETTA 80.00 0.250 0.016
4601781 INDIAN BEACH 70.00 0.250 0.016
4601866 RANCHO PALOS 63.49 0.250 0.016
VERDES
4601930 TAMPA 65.79 0.250 0.016
4601939 CHESTNUT HILL 79.82 0.250 0.016
4601959 ALEXANDRIA 95.00 0.250 0.016
4601967 MIDDLEBURG 69.64 0.250 0.016
4601982 SOUTH SAN 80.00 0.250 0.016
FRANCISCO
4602000 WOODBRIDGE 79.80 0.250 0.016
4602053 BEDMINSTER 80.00 0.250 0.016
4602055 ROCHESTER HILLS 71.43 0.250 0.016
4602089 EMERSON 90.00 11 0.250 0.016
4602169 SAN ANTONIO 80.00 0.250 0.016
4602210 PRIOR LAKE 85.93 01 0.250 0.016
4602372 SHORT HILLS 80.00 0.250 0.016
4602390 FREMONT 75.00 0.250 0.016
4602425 ANNAPOLIS 79.99 0.250 0.016
4602451 HILTON HEAD 54.26 0.250 0.016
ISLAND
4602478 CANYON COUNTRY 80.00 0.250 0.016
AREA
4602487 WOODLAND HILLS 80.00 0.250 0.016
AREA
4602491 SNOQUALAMIE 78.95 0.250 0.016
4602539 NORTH PALM BEACH 80.00 0.250 0.016
4602613 THE WOODLANDS 80.00 0.250 0.016
4602791 MAMARONECK 72.16 0.250 0.016
4602844 LAWRENCEVILLE 79.99 0.250 0.016
4602900 PARKER 94.99 01 0.250 0.016
4602996 SAN FRANCISCO 80.00 0.250 0.016
4602998 GERMANTOWN 53.49 0.250 0.016
4602999 THOUSAND OAKS 95.00 11 0.250 0.016
4603014 ANNAPOLIS 79.99 0.250 0.016
4603036 LAS VEGAS 79.99 0.250 0.016
4603039 MISSION VIEJO 90.00 06 0.250 0.016
4603091 MANHASSET 75.38 0.250 0.016
4603186 VICTORVILLE 90.00 0.250 0.016
4603259 PAMPANO BEACH 61.07 0.250 0.016
4603261 DRESHER 75.00 0.250 0.016
4603286 SOUTHLAKE 80.00 0.250 0.016
4603309 HIGHLAND VILLAGE 76.28 0.250 0.016
4603475 LOS ANGELES 67.80 0.250 0.016
4603508 TORRANCE 80.00 0.250 0.016
4603566 SAN DIEGO 90.00 0.250 0.016
4603575 LAS VEGAS 78.95 0.250 0.016
4603693 MALIBU 80.00 0.250 0.016
4604009 WESTLAKE VILLAGE 80.00 0.250 0.016
4604111 SANTA ANA AREA 80.00 0.250 0.016
4604343 SEDALIA 74.98 0.250 0.016
4604375 ANNAPOLIS 79.32 0.250 0.016
4604408 OAKTON 80.00 0.250 0.016
4604446 THOMPSON 70.00 0.250 0.016
4604720 MURPHYS 80.00 0.250 0.016
4604753 LAS VEGAS 60.53 0.250 0.016
4604822 BROOKLYN 76.55 0.250 0.016
4604957 CHANDLER 80.00 0.250 0.016
4605010 WOODLAND HILLS 75.00 0.250 0.016
4605070 HIGHLANDS RANCH 80.00 0.250 0.016
4605293 BETHESDA 80.00 0.250 0.016
4605498 PARK RIDGE 51.52 0.250 0.016
4605502 WESTMINSTER 80.00 0.250 0.016
4605506 TUCSON 80.00 0.250 0.016
4605576 ANNAPOLIS 89.89 12 0.250 0.016
4605583 SCOTTSDALE 80.00 0.250 0.016
4605589 TOWSON 80.00 0.250 0.016
4605624 EATONTON 78.58 0.250 0.016
4605726 CHICAGO 74.55 0.250 0.016
4605759 NAPLES 75.00 0.250 0.016
4605811 OXNARD 75.00 0.250 0.016
4605955 MONTCLAIR 80.00 0.250 0.016
4606053 LAS VEGAS 75.28 0.250 0.016
4606286 MELBOURNE 77.67 0.250 0.016
4606811 SAINT PETERSBURG 80.00 0.250 0.016
4606845 PARK CITY 25.81 0.250 0.016
4606870 LOS ANGELES 77.22 0.250 0.016
4606876 CHINO HILLS 75.00 0.250 0.016
4606916 LOS ANGELES 90.00 13 0.250 0.016
4607087 BELLAIRE 79.99 0.250 0.016
4607143 LAS VEGAS 71.82 0.250 0.016
4607153 FINKSBURG 80.00 0.250 0.016
4607158 GLENDALE 59.61 0.250 0.016
4607465 SAN FRANCISCO 57.45 0.250 0.016
4608130 KEY LARGO 75.00 0.250 0.016
4608649 AGOURA HILLS 68.06 0.250 0.016
4608657 MILLEDGEVILLE 77.68 0.250 0.016
4608728 TEMPLE CITY 90.00 33 0.250 0.016
4609182 SAN JOSE 72.39 0.250 0.016
4609342 MALIBU AREA 80.00 0.250 0.016
4609515 THOUSAND OAKS 80.00 0.250 0.016
4609696 DEL MAR 80.00 0.250 0.016
4610057 LONGWOOD 90.00 01 0.250 0.016
4610095 DILLON 80.00 0.250 0.016
4610126 ORINDA 80.00 0.250 0.016
4610140 YORBA LINDA 95.00 06 0.250 0.016
4610149 RESTON 88.59 12 0.250 0.016
4610155 PHOENIX 71.01 0.250 0.016
4610177 STOCKTON 71.67 0.250 0.016
4610191 DANVILLE 80.00 0.250 0.016
4610866 ENCINITAS 80.00 0.250 0.016
4611032 MONTVILLE 43.48 0.250 0.016
4611182 TAYLORSVILLE 47.62 0.250 0.016
4618235 SUNDERLAND 89.99 13 0.250 0.016
COUNT: 895
WAC: 8.235458108
WAM: 357.1038095
WALTV: 76.10476939
NASCOR
NMI / 1997-10 Exhibit F-3
(Part A)
20 & 30 YEAR FIXED RATE
NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------------- ------------- -------- -------- ---------------- -----------------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULEDDATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------------------------------------------------------------------- ---------------- -----------------------
4546746 PLANO TX 75093 SFD 8.375 8.109 $2,736.27 360 1-Sep-26 $352,513.79
4554481 FAYETTEVILLE GA 30215 SFD 8.500 8.234 $1,742.36 360 1-Sep-26 $225,073.73
4571098 ATLANTA GA 30327 SFD 8.250 7.984 $3,192.88 360 1-Mar-27 $423,904.76
4572110 CARMEL IN 46032 SFD 7.750 7.484 $1,553.90 360 1-Jan-27 $215,963.26
4572246 PEWAUKEE WI 53072 SFD 7.625 7.359 $1,557.15 360 1-Feb-27 $218,866.63
4573383 ATLANTA GA 30319 PUD 7.625 7.359 $2,010.14 360 1-Jan-27 $282,746.90
4574866 FAYETTEVILLE GA 30214 SFD 8.375 8.109 $2,189.01 360 1-Mar-27 $287,276.43
4575225 SCOTTSDALE AZ 85255 SFD 7.750 7.484 $1,868.48 240 1-Jan-17 $225,169.67
4581497 FORT WASHINGTON PA 19034 SFD 7.625 7.359 $1,868.58 360 1-Nov-26 $262,436.93
4581744 HOFFMAN ESTATES IL 60010 SFD 8.125 7.859 $1,782.00 360 1-Feb-27 $239,204.30
4581870 CORAL SPRINGS FL 33076 SFD 8.250 7.984 $1,667.07 360 1-Feb-27 $221,182.66
4581879 TIGARD OR 97223 SFD 8.125 7.859 $1,773.83 360 1-Feb-27 $238,107.96
4581885 PONTE VEDRA BEACH FL 32082 SFD 7.500 7.234 $2,843.71 360 1-Feb-27 $405,171.85
4581890 GREENWICH CT 06830 SFD 8.000 7.734 $4,395.25 360 1-Jan-27 $596,547.95
4582536 MILLWOOD NY 10546 SFD 8.000 7.734 $2,612.20 360 1-Feb-27 $354,649.33
4584822 PHOENIX AZ 85023 SFD 8.000 7.734 $1,790.39 360 1-May-27 $243,671.47
4586176 RANDOLPH TOWNSHIP NJ 07869 SFD 8.500 8.234 $1,937.67 360 1-Jun-27 $251,847.33
4593527 CHAPEL HILL NC 27514 SFD 8.375 8.109 $1,976.19 360 1-Jun-27 $259,838.39
4599832 SAN DIEGO CA 92122 SFD 7.875 7.609 $2,117.21 360 1-Apr-27 $291,393.15
4602431 JACKSON MS 39211 SFD 8.375 8.109 $630.86 360 1-Jun-27 $82,948.41
4605088 SPRINGVILLE UT 84663 SFD 7.375 7.109 $1,809.57 360 1-May-27 $261,398.82
$5,939,913.72
<S> <C>
COUNT: 21
WAC: 8.004827732
WAM: 350.4833819
WALTV: 79.88196704
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
<TABLE>
<CAPTION>
NASCOR
NMI / 1997-10 Exhibit F-3
(Part A)
20 & 30 YEAR FIXED RATE
NON-RELOCATION LOANS
(i) (ii) (x) (xi) (xii) (xiii) (xIv) (xv)
- ----- ----------------------------------------------------------------------
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN INSURANCESERVICE MORTGAGE SERVICE
NUMBER CITY LTV SUBSIDYCODE FEE LOAN FEE
- ------------------------------------------------------------------------------
4546746 PLANO 80.00 0.250 0.016
4554481 FAYETTEVILLE 89.92 0.250 0.016
4571098 ATLANTA 57.43 0.250 0.016
4572110 CARMEL 82.99 0.250 0.016
4572246 PEWAUKEE 80.00 0.250 0.016
4573383 ATLANTA 80.00 0.250 0.016
4574866 FAYETTEVILLE 90.00 0.250 0.016
4575225 SCOTTSDALE 80.00 0.250 0.016
4581497 FORT WASHINGTON 80.00 0.250 0.016
4581744 HOFFMAN ESTATES 69.57 0.250 0.016
4581870 CORAL SPRINGS 89.97 0.250 0.016
4581879 TIGARD 94.99 12 0.250 0.016
4581885 PONTE VEDRA BEACH 80.00 0.250 0.016
4581890 GREENWICH 79.87 0.250 0.016
4582536 MILLWOOD 79.11 0.250 0.016
4584822 PHOENIX 94.21 12 0.250 0.016
4586176 RANDOLPH TOWNSHIP 75.00 0.250 0.016
4593527 CHAPEL HILL 84.97 13 0.250 0.016
4599832 SAN DIEGO 80.00 0.250 0.016
4602431 JACKSON 75.45 0.250 0.016
4605088 SPRINGVILLE 68.95 0.250 0.016
COUNT: 21
WAC: 8.004827732
WAM: 350.4833819
WALTV: 79.88196704
NASCOR
NMI / 1997-10 Exhibit F-3 (Part B)
20 & 30 YEAR FIXED RATE
NON-RELOCATION LOANS
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ------------------------- -----------------------------------------
4546746 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4554481 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4571098 CIMARRON MORTGAGE COMPANY CIMARRON MORTGAGE COMPANY
4572110 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4572246 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4573383 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4574866 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE
COMPANY
4575225 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581497 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581744 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581870 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581879 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581885 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4581890 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4582536 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4584822 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE
COMPANY
4586176 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE
COMPANY
4593527 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE
COMPANY
4599832 HOMESIDE LENDING HOMESIDE LENDING
4602431 CIMARRON MORTGAGE COMPANY CIMARRON MORTGAGE COMPANY
4605088 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
<S> <C>
COUNT: 21
WAC: 8.004827732
WAM: 350.4833819
WALTV: 79.88196704
<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 1997-10
The undersigned Master Servicer hereby acknowledges that it has received
from First Union National Bank, as Trust Administrator for the Holders of
Mortgage Pass-Through Certificates, Series 1997-10, 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 July 30, 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 1997-10, Class [A-R][A-LR] Certificate (the
"Class [A-R][A-LR] Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan
subject to the fiduciary provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and/or Code Section 4975 or any governmental
plan, as defined in Section 3(32) of ERISA, subject to any federal, state or
local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (collectively, a "Plan") or a Person investing the assets of
such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class [A-R][A-LR] Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class [A-R][A-LR] Certificate in excess of cash flows generated
by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR] Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds the Class [A-R][A-LR] Certificate in connection with the
conduct of a trade or business within the United States and has furnished the
transferor and the 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][A-LR] Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class [A-R][A-LR] Certificate will not
be disregarded for federal income tax purposes. "Non-U.S. Person" means an
individual, corporation, partnership or other person other than a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, an estate that is subject to U.S. federal income tax
regardless of the source of its income or a trust if (i) for taxable years
beginning after December 31, 1996 (or after August 20, 1996, if the trustee has
made an applicable election), a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more United States fiduciaries have the authority to control all substantial
decisions of such trust or (ii) for all other taxable years, such trust is
subject to U.S. federal income tax regardless of the source of its income.
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R][A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the [Upper-Tier REMIC] [Lower-Tier
REMIC] pursuant to Section 3.01 of the Pooling and Servicing Agreement, and if
such designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this --- day of , 19 --.
[NAME OF PURCHASER]
By:--------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this -- day of , 19 --.
----------
- -----------------------------
NOTARY PUBLIC
COUNTY OF--------------------
STATE OF---------------------
My commission expires the -- day of ----------, 19--.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1997-10, Class [A-R][A-LR]
-------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-10
CLASS [A-1] [B-3] [B-4] [B-5] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank
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 1997-10, Class
[A-1] [B-3] [B-4] [B-5] Certificates (the "Class [A-1] [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 July 30, 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, as trust administrator (the "Trust
Administrator") and Firstar Trust Company, as trustee (the "Trustee"), of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1997-10.
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-1] [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-1] [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-1] [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-1]
[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 July 28, 1996, relating
to the Class [A-1] [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-1] [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-1] [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-1] [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-1] [B-3] [B-4] [B-5]
Certificates other than in connection with a subsequent sale of Class
[A-1] [B-3] [B-4] [B-5] Certificates.
[(e)For Class B-3, Class B-4 and Class B-5 Certificates: 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 B
Certificate is an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60
("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995) and there is no Plan
with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and
all other Plans maintained by the same employer (or affiliate thereof
as defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section
I(a) of PTE 95-60) at the date of acquisition or (iii) the Purchaser
has provided (a) a "Benefit Plan Opinion" satisfactory to NASCOR and
the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as NASCOR or the Master Servicer
may have required. A Benefit Plan Opinion is an opinion of counsel to
the effect that the proposed transfer will not cause the assets of the
Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and
will not subject the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes
imposed pursuant to ERISA, Section 4975 of the Code or Similar Law).
[ (e) For the Class A-1 Certificates: If the purchaser 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 Internal Revenue Code of 1986, as
amended (the "Code"), or a governmental plan, as defined in section
3(32) of ERISA subject ot 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,
then such Plan or person is an "accredited investor" within the meaning
of Rule 501(a)(1) of the Act.
(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-1]
[B-3] [B-4] [B-5] Certificates is in compliance therewith.
Section 3. Transfer of Class [A-1] [B-3] [B-4] [B-5] Certificates.
(a) The Purchaser understands that the Class [A-1] [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-1] [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-1] [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-1] [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-1] [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 1997-10
CLASS [M] [B-1] [B-2] CERTIFICATES
TRANSFEREE'S LETTER
-------------------
---------------- --, ----
First Union National Bank
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 1997-10, 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 July 30, 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, as trust administrator (the "Trust
Administrator"), and Firstar Trust Company, as trustee (the "Trustee") of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1997-10.
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 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
Cimmarron Mortgage Company Servicing Agreement
Citicorp Mortgage, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
HomeSide Lending Servicing Agreement
Huntington Mortgage Corp. Servicing Agreement
Suntrust Mortgage, Inc. Servicing Agreement
National City Mortgage Company Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ---------------, between Norwest Bank Minnesota,
National Association (the "Company" and "Norwest Bank") and ------------- (the
"Purchaser").
PRELIMINARY STATEMENT
----------------- is the holder of the entire interest in Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1997-10, Class
- ---- (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of July 30, 1997 among Norwest
Asset Securities Corporation, as Seller ("NASCOR"), Norwest Bank Minnesota,
National Association, as Master Servicer, First Union National Bank, 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 Lower-Tier Certificate Account as applicable; or (ii) the
related Servicer may proceed with the Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser and
to the extent that reimbursement therefor from amounts paid by the mortgagor is
not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement as of the date hereof, applicable law or the related
mortgage note. The terms of this Agreement will no longer apply to the servicing
of any Mortgage Loan upon the failure of the Purchaser to deposit the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Foreclose subject to Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the related Servicer shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidation 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 1997-10. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund (after
adjustment for all deposits and permitted withdrawals pursuant to this
Agreement) together with any investment earnings thereon. In the event the
Purchaser has made any Election to Delay Foreclosure or any Election to
Foreclose, prior to any distribution to the Purchaser of all amounts remaining
in the Collateral Fund, funds in the Collateral Fund shall be applied consistent
with the terms of this Agreement.
Section 3.02.Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03.Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04.Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01.Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02.Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03.Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04.Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
------------------------------
------------------------------
------------------------------
------------------------------
Attention: -------------------
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, NASCOR,
and each Servicer and each person who controls the Company, NASCOR, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, NASCOR's, or a Servicer's direction (the "Indemnified
Parties") against any and all losses, claims, damages or liabilities to which
they may be subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of, or are based upon, actions taken by,
or actions not taken by, the Company, NASCOR, or a Servicer, or on their behalf,
in accordance with the provisions of this Agreement and (i) which actions
conflict with the Company's, NASCOR's, or a Servicer's obligations under the
Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give
rise to securities law liability under federal or state securities laws with
respect to the Certificates. The Purchaser hereby agrees to reimburse the
Indemnified Parties for the reasonable legal or other expenses incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By:---------------------------------
Name:-------------------------------
Title:------------------------------
------------------------------------
By:---------------------------------
Name:-------------------------------
Title:------------------------------
<PAGE>
EXHIBIT N
[FORM OF TRANSFEREE'S LETTER]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-10
CLASS A-10
TRANSFEREE'S LETTER
---------------- ---,------
First Union National Bank
230 South Tyron 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 1997-10, Class
A-10 (the "Class A-10 Certificates") in the Original Class A-10 Notional 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 July 30, 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, as trust administrator (the "Trust
Administrator") and Firstar trust Company, as trustee (the "Trustee"), of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1997-10.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR and
the Trust Administrator that:
(a) The Purchaser (a)(i) is a substantial, sophisticated, institutional
investor having knowledge and experience in financial and business matters, and
in particular in such matters related to securities similar to the Class A-10
Certificates, such that such investor is capable of evaluating the merits and
risks of an investment in the Class A-10 Certificates, and (ii) has a net worth
of at least $10,000,000; or (b) will hold the Class A-10 Certificates solely as
nominee for a person meeting the criteria set forth in clause (a).
(b) the Purchaser acknowledges that its Class A-10 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 year first
above written.
[PURCHASER]
By:------------------------
Its:-----------------------
</TABLE>
