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: August 29, 1997
(Date of earliest event reported)
Commission File No. 333-21263
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 August 29, 1997, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1997-12, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-WIO, Class A-R, Class A-LR,
Class M, Class B-1 and Class B-2 (the "Offered Certificates"), having an
aggregate original principal balance of $229,149,700. The Offered Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as of August
29, 1997, among the Registrant, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer" or "Norwest Bank") and First Union
National Bank, as trustee (the "Agreement"), a copy of which is filed as an
exhibit hereto. Mortgage Pass-Through Certificates, Series 1997-12, Class A-7,
Class B-3, Class B-4 and Class B-5, having an aggregate initial principal
balance of $95,599,279.65 (the "Private Certificates" and, together with the
Class A-PO Certificates and Offered Certificates, the "Certificates"), were also
issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 70.47% 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 Class A-PO Certificates and Private Certificates, distributions
on which (other than with respect to the Class A-7 and Class A-PO 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, Class A-2, Class A-3, Class A-4, Class A-5 and
Class A-6 Certificates, Class A-7 Scheduled Accrual Component, Class A-7 IO A
Component, Class A-7 IO B Component, Class A-7 IO C Component, Class A-8, Class
A-9, Class A-10, Class A-11, Class A-PO, Class A-WIO, Class M, Class B-1, Class
B-2, Class B-3, Class B-4 and Class B-5 Certificates will be treated as "regular
interests" in the Upper-Tier REMIC and the Class A-R and Class A-LR Certificate
will be treated as the "residual interests" in the Upper-Tier REMIC and
Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
(EX-4) Pooling and Servicing Agreement, dated as
of August 29, 1997, among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association and First
Union National Bank, 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
August 29, 1997
By: /s/ Alan McKenney
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 August 29, 1997
among Norwest Asset Securities
Corporation, Norwest Bank Minnesota,
National Association and First Union
National Bank, as trustee.
- --------------------------------------------------------------------------------
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of August 29, 1997
$325,175,338.47
Mortgage Pass-Through Certificates
Series 1997-12
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
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ARTICLE I 1
DEFINITIONS 1
Section 1.01. Definitions ................................................
Section 1.02. Acts of Holders ............................................
Section 1.03. Effect of Headings and Table of Contents ...................
Section 1.04. Benefits of Agreement ......................................
ARTICLE II 1
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE
CERTIFICATES 1
Section 2.01. Conveyance of Mortgage Loans ...............................
Section 2.02. Acceptance by Trustee ......................................
Section 2.03. Representations and Warranties of the Master Servicer
and the Seller ..........................................
Section 2.04. Execution and Delivery of Certificates .....................
Section 2.05. Designation of Certificates; Designation of Startup
Day and Latest Possible Maturity Date ...................
ARTICLE III 1
ADMINISTRATION OF THE TRUST ESTATE: SERVICING OF THE MORTGAGE
LOANS 1
Section 3.01. Certificate Account ........................................
Section 3.02. Permitted Withdrawals from the Certificate Account .........
Section 3.03. Advances by Master Servicer and Trustee ....................
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage
Loan Files ..............................................
Section 3.05. Reports to the Trustee; Annual Compliance Statements .......
Section 3.06. Title, Management and Disposition of Any REO
Mortgage Loan ...........................................
Section 3.07. Amendments to Servicing Agreements, Modification
of Standard Provisions ..................................
Section 3.08. Oversight of Servicing .....................................
Section 3.09. Termination and Substitution of Servicing Agreements .......
Section 3.10. 1934 Act Reports ...........................................
ARTICLE IV 1
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO
CERTIFICATEHOLDERS; STATEMENTS AND REPORTS 1
Section 4.01. Distributions ..............................................
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Page
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Section 4.02. Allocation of Realized Losses ..............................
Section 4.03. Paying Agent ...............................................
Section 4.04. Statements to Certificateholders;
Report to the Trustee and the Seller ....................
Section 4.05. Reports to Mortgagors and the Internal Revenue Service .....
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer ...........................
ARTICLE V 1
THE CERTIFICATES 1
Section 5.01. The Certificates ...........................................
Section 5.02. Registration of Transfer and Exchange of Certificates ......
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates ..........
Section 5.04. Persons Deemed Owners ......................................
Section 5.05. Access to List of Certificateholders' Names and Addresses ..
Section 5.06. Maintenance of Office or Agency ............................
Section 5.07. Definitive Certificates ....................................
Section 5.08. Notices to Clearing Agency .................................
ARTICLE VI 1
THE SELLER AND THE MASTER SERVICER 1
Section 6.01. Liability of the Seller and the Master Servicer ............
Section 6.02. Merger or Consolidation of the Seller or the
Master Servicer .........................................
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others .....................................
Section 6.04. Resignation of the Master Servicer .........................
Section 6.05. Compensation to the Master Servicer ........................
Section 6.06. Assignment or Delegation of Duties by Master Servicer ......
Section 6.07. Indemnification of Trustee and Seller by Master Servicer ...
ARTICLE VII 1
DEFAULT 1
Section 7.01. Events of Default ..........................................
Section 7.02. Other Remedies of Trustee ..................................
Section 7.03. Directions by Certificateholders and Duties of Trustee
During Event of Default .................................
Section 7.04. Action upon Certain Failures of the Master Servicer
and upon Event of Default ...............................
Section 7.05. Trustee to Act; Appointment of Successor ...................
Section 7.06. Notification to Certificateholders .........................
ARTICLE VIII 1
CONCERNING THE TRUSTEE 1
Section 8.01. Duties of Trustee ..........................................
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Page
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Section 8.02. Certain Matters Affecting the Trustee ......................
Section 8.03. Trustee not Required to Make Investigation .................
Section 8.04. Trustee not Liable for Certificates or Mortgage Loans ......
Section 8.05. Trustee May Own Certificates ...............................
Section 8.06. The Master Servicer to Pay Fees and Expenses ...............
Section 8.07. Eligibility Requirements ...................................
Section 8.08. Resignation and Removal ....................................
Section 8.09. Successor ..................................................
Section 8.10. Merger or Consolidation ....................................
Section 8.11. Authenticating Agent .......................................
Section 8.12. Separate Trustees and Co-Trustees ..........................
Section 8.13. Appointment of Custodians ..................................
Section 8.14. Tax Matters; Compliance with REMIC Provisions ..............
Section 8.15. Monthly Advances ...........................................
ARTICLE IX 1
TERMINATION 1
Section 9.01. Termination upon Purchase by the Seller or
Liquidation of All Mortgage Loans .......................
Section 9.02. Additional Termination Requirements ........................
ARTICLE X 1
MISCELLANEOUS PROVISIONS 1
Section 10.01. Amendment .................................................
Section 10.02. Recordation of Agreement ..................................
Section 10.03. Limitation on Rights of Certificateholders ................
Section 10.04. Governing Law; Jurisdiction ...............................
Section 10.05. Notices ...................................................
Section 10.06. Severability of Provisions ................................
Section 10.07. Special Notices to Rating Agencies ........................
Section 10.08. Covenant of Seller ........................................
Section 10.09. Recharacterization ........................................
ARTICLE XI 1
TERMS FOR CERTIFICATES 1
Section 11.01. Class A Fixed Pass-Through Rate ...........................
Section 11.02. Cut-Off Date ..............................................
Section 11.03. Cut-Off Date Aggregate Principal Balance ..................
Section 11.04. Original Class A Percentage ...............................
Section 11.05. Original Class A Subclass Principal Balances ..............
Section 11.06. Original Class A Non-PO Principal Balance .................
Section 11.07. Original Class A-10 Notional Amount .......................
Section 11.08. Original Class A-11 Notional Amount .......................
<PAGE>
Page
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Section 11.09. Original Component Principal Balances ....................
Section 11.10. Original Subordinated Percentage ..........................
Section 11.11. Original Class M Percentage ...............................
Section 11.12. Original Class M Principal Balance ........................
Section 11.13. Original Class M Fractional Interest ......................
Section 11.14. Original Class B-1 Percentage .............................
Section 11.15. Original Class B-2 Percentage .............................
Section 11.16. Original Class B-3 Percentage .............................
Section 11.17. Original Class B-4 Percentage .............................
Section 11.18. Original Class B-5 Percentage .............................
Section 11.19. Original Class B Principal Balance ........................
Section 11.20. Original Class B Subclass Principal Balances ..............
Section 11.21. Original Class B-1 Fractional Interest ....................
Section 11.22. Original Class B-2 Fractional Interest ....................
Section 11.23. Original Class B-3 Fractional Interest ....................
Section 11.24. Original Class B-4 Fractional Interest ....................
Section 11.25. Closing Date ..............................................
Section 11.26. Right to Purchase .........................................
Section 11.27. Wire Transfer Eligibility .................................
Section 11.28. Single Certificate ........................................
Section 11.29. Servicing Fee Rate ........................................
Section 11.30. Master Servicing Fee Rate .................................
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-WIO - Form of Face of Class A-WIO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT C - Form of Face of Class M Certificate
EXHIBIT D - Form of Reverse of Series 1997-12 Certificates
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage from locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage in Frederick Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of
the Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-7] [A-PO][B-3] [B-4] [B-5]
Certificates)
EXHIBIT K - Transferee's Letter (Class [M] [B-1] [B-2] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of August 29, 1997 executed
by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION NATIONAL BANK, as
Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any
<PAGE>
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.
<PAGE>
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11. There shall initially be no Authenticating Agent for
the Certificates.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal $100,000
minus the aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates or, following the reduction of the Class B Principal Balance to
zero, solely to the Class M Certificates in accordance with Section 4.02(a)
since the Cut-Off Date. As of any Distribution Date on or after the first
anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a) the
Bankruptcy Loss Amount calculated as of the close of business on the Business
Day immediately preceding the most recent anniversary of the Cut-Off Date
coinciding with or preceding such Distribution Date (the "Relevant Anniversary")
and (b) such lesser amount which, as determined on the Relevant Anniversary will
not cause any rated Certificates to be placed on credit review status (other
than for possible upgrading) by either Rating Agency minus (2) the aggregate
amount of Bankruptcy Losses allocated solely to the Class B Certificates or,
following the reduction of the Class B Principal Balance to zero, solely to the
Class M Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary. On and after the Cross-Over Date the Bankruptcy Loss Amount shall
be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6
<PAGE>
Certificates, Class A-8 Certificates or Class A-9 Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates, Class M Certificates or
Class B Certificates.
Certificate Account: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i) variations
in the Percentage Interest evidenced thereby and (ii) in the case of the Class A
Certificates and Class B Certificates, variations in Subclass designation and
other Subclass characteristics.
Class A Certificate: Any one of 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-PO Certificates, Class A-WIO Certificates, Class A-R
Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class A Certificates 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.
<PAGE>
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Class A Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the sum of (i) the Class A Subclass Principal Balances of the Class A
Certificates (other than the Class A-7 and Class A-8 Certificates), (ii) the
lesser of the Component Principal Balance of the Class A-7 Scheduled Accrual
Component and the Original Component Principal Balance of the Class A-7
Scheduled Accrual Component and (iii) the lesser of the Class A Subclass
Principal Balance of the Class A-8 Certificates and the Original Class A
Subclass Principal Balance of the Class A-8 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 Trustee in respect of such defective
Mortgage Loan.
Class A Non-PO Principal Amount: As to any Distribution Date, the aggregate
amount distributed in respect of the Class A Subclasses pursuant to Paragraph
third clause (A) of Section 4.01(a)(i).
<PAGE>
Class A Non-PO Principal Balance: As of any date, an amount equal to the
Class A Principal Balance less the Class A Subclass Principal Balance of the
Class A-PO Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution Date,
the sum of (i) the Class A-7 Scheduled Accrual Component Distribution Amount, if
any, with respect to such Distribution Date, (ii) the Class A-8 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 August 2002, 100%. As to any Distribution Date
subsequent to August 2002 to and including the Distribution Date in August 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 August 2003 to and including the Distribution Date in August 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 August 2004 to and including the Distribution Date in August 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 August 2005 to and including the Distribution Date in August 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 August 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
<PAGE>
Prepayment Percentage for the Distribution Date occurring in the August
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 September 2002 and August 2003, (2) 35% of the Original Subordinated
Principal Balance if such Distribution Date occurs between and including
September 2003 and August 2004, (3) 40% of the Original Subordinated Principal
Balance if such Distribution Date occurs between and including September 2004
and August 2005, (4) 45% of the Original Subordinated Principal Balance if such
Distribution Date occurs between and including September 2005 and August 2006,
and (5) 50% of the Original Subordinated Principal Balance if such Distribution
Date occurs during or after September 2006. With respect to any Distribution
Date on which the Class A Prepayment Percentage is reduced below the Class A
Prepayment Percentage for the prior Distribution Date, the Master Servicer shall
certify to the Trustee, based upon information provided by each Servicer as to
the Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Class A Principal Balance: As of any date, an amount equal to the sum of
the Class A Subclass Principal Balances for the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-PO Certificates, Class A-R
Certificate and Class A-LR Certificate.
Class A Subclass: Any of the Subclasses of Class A Certificates consisting
of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class
A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-PO Certificates, Class A-WIO
Certificates, Class A-R Certificate and Class A-LR Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and any
Class A Subclass (other than the Class A-7, Class A-8, Class A-10, Class A-11,
Class A-WIO and Class A-PO 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-7 Certificates, the sum of (a) (i) as to any
Distribution Date prior to the Class A-7 Scheduled Accrual Component Accretion
Termination Date, the amount distributable to the Class A-7 Certificates with
respect to the Class A-7 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-7 Scheduled Accrual Component Accretion Termination Date, the amount
distributable to the Class A-7
<PAGE>
Certificates with respect to the Class A-7 Scheduled Accrual Component pursuant
to Paragraphs first, second and third clause (A) of Section 4.01(a)(i) and (b)
the amount distributable to the Class A-7 Certificates with respect to the IO
Components pursuant to Paragraphs first and second of Section 4.01(a)(i). As to
the Class A-8 Certificates, (a) as to any Distribution Date prior to the Class
A-8 Accretion Termination Date, the amount distributable to the Class A-8
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-8 Accretion Termination Date, the
amount distributable to the Class A-8 Certificates pursuant to Paragraphs first,
second and third clause (A) of Section 4.01(a)(i). As to the Class A-10, Class
A-11 and Class A-WIO Certificates, the amount distributable to such Class A
Subclass pursuant to Paragraphs first and second of Section 4.01(a)(i). As to
the Class A-PO Certificates, the amount distributable pursuant to Paragraphs
third clause (B) and fourth of Section 4.01(a)(i)
Class A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class A Subclass (other than the Class A-7, Class A-10, Class A-11, Class
A-PO and Class A-WIO Certificates), (i) the product of (a) 1/12th of the Class A
Subclass Pass-Through Rate for such Class A Subclass and (b) the Class A
Subclass Principal Balance of such Class A Subclass as of the Determination Date
preceding such Distribution Date minus (ii) the Class A Subclass Interest
Percentage of such Class A Subclass of (x) any Non-Supported Interest Shortfall
allocated to the Class A Certificates with respect to such Distribution Date,
(y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class A Certificates with
respect to such Distribution Date pursuant to Section 4.02(e) and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e). As
to the Class A-7 Certificates, the sum of the Component Interest Accrual Amounts
for the Class A-7 Scheduled Accrual Component and the IO Components. 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-WIO Certificates, the Class A-WIO Interest Accrual Amount. The Class A-PO
Certificates have no Class A Subclass Interest Accrual Amount.
Class A Subclass Interest Percentage: As to any Distribution Date and any
Class A Subclass (other than the Class A-7 and Class A-PO Certificates), the
percentage calculated by dividing the Class A Subclass Interest Accrual Amount
of such Class A Subclass (determined without regard to clause (ii) of the
definition thereof) by the 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-7 Certificates with
<PAGE>
respect to the Class A-7 Scheduled Accrual Component prior to the Class A-7
Scheduled Accrual Component Accretion Termination Date, the amount included in
the Class A-7 Scheduled Accrual Component Distribution Amount pursuant to clause
(i) of the definition thereof and (ii) in the case of the Class A-8 Certificates
prior to the Class A-8 Accretion Termination Date, the amount included in the
Class A-8 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-7, Class A-10, Class
A-11, Class A-PO and Class A-WIO 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-8 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-7 Certificates) or Component Principal
Balance of the Class A-7 Scheduled Accrual 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-LR Certificate, the
Class A Fixed Pass-Through Rate. As to the Class A-1 Certificates, 6.650% per
annum. As to the Class A-2 and Class A-3 Certificates, 6.750% per annum. As to
the Class A-4, Class A-5 and Class A-6 Certificates, 7.100% per annum. As to the
Class A-10 Certificates, 0.600% per annum. As to the Class A-11 Certificates,
0.100% per annum. As to the Class A-8, Class A-9 and Class A-R Certificates,
7.250%. As to the Class A-WIO Certificates the Class A-WIO Pass-Through Rate.
The Class A-7 Certificates have no Class A Subclass Pass-Through Rate. The Class
A-PO Certificates are not entitled to interest and have no Class A Subclass
Pass-Through Rate.
Class A Subclass Principal Balance: As of the first Determination Date and
as to any Class A Subclass (other than the Class A-7, Class A-10, Class A-11 and
Class A-WIO Certificates), the Original Class A Subclass Principal Balance of
such Class A Subclass. As of any subsequent Determination Date prior to the
Cross-Over Date and as to any Class A Subclass (other than the Class A-7, Class
A-10, Class A-11, Class A-PO and Class A-WIO Certificates), the Original Class A
Subclass Principal Balance of such Class A Subclass (increased in the case of
the Class A-8 Certificates by the Class A-8 Principal Accretion Amounts 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-7 Scheduled Accrual
Component Distribution Amounts for such prior Distribution Dates and (D), if
applicable, from the Class A-8 Accrual Distribution Amounts for such prior
Distribution Dates and (b) the Realized Losses allocated through such
<PAGE>
Determination Date to such Class A Subclass pursuant to Section 4.02(b). After
the Cross-Over Date, each such Class A Subclass Principal Balance will also be
reduced on each Determination Date by an amount equal to the product of the
Class A Subclass Loss Percentage of such Class A Subclass and the excess, if
any, of (i) the Class A Non-PO Principal Balance as of such Determination Date
without regard to this sentence over (ii) the difference between (A) the
Adjusted Pool Amount for the preceding Distribution Date and (B) the Adjusted
Pool Amount (PO Portion) for the preceding Distribution Date. As to the Class
A-7 Certificates, the Component Principal Balance of the Class A-7 Scheduled
Accrual Component. The Class A-10, Class A-11 and Class A-WIO Certificates will
not have Class A Subclass Principal Balances.
As of any subsequent Determination Date prior to the Cross-Over Date and as
to the Class A-PO Certificates, the Original Class A Subclass Principal Balance
of such Class A Subclass less the sum of (a) all amounts previously distributed
in respect of the Class A-PO Certificates on prior Distribution Dates pursuant
to Paragraphs third clause (B) and fourth of Section 4.01(a)(i) and (b) the
Realized Losses allocated through such Determination Date to the Class A-PO
Certificates pursuant to Section 4.02(b). After the Cross-Over Date, such Class
A Subclass Principal Balance will also be reduced on each Determination Date by
an amount equal to the difference, if any, between such Class A Subclass
Principal Balance as of such Determination Date without regard to this sentence
and the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
Class A Subclass Unpaid Interest Shortfall: As to any Distribution Date and
Class A Subclass, the amount, if any, by which the aggregate of the Class A
Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass (or (a) in the case of the Class A-7 Certificates with respect
to the Class A-7 Scheduled Accrual Component prior to the Class A-7 Scheduled
Accrual Component Accretion Termination Date, the amount included in the Class
A-7 Scheduled Accrual Component Distribution Amount pursuant to clause (ii) of
the definition thereof and (b) in the case of the Class A-8 Certificates prior
to the Class A-8 Accretion Termination Date, the amount included in the Class
A-8 Accrual Distribution Amount pursuant to clause (ii) of the definition
thereof) on prior Distribution Dates pursuant to Paragraph second of Section
4.01(a)(i).
Class A Unpaid Interest Shortfall: As to any Distribution Date, an amount
equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for all the
Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-1 and Exhibit D hereto.
<PAGE>
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-2 and Exhibit D hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-3 and Exhibit D hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-4 and Exhibit D hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-5 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-5 and Exhibit D hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-6 and Exhibit D hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-7 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-7 and Exhibit D hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-7 Component: Any of the Class A-7 Scheduled Accrual Component,
Class A-7 IO A Component, Class A-7 IO B Component or Class A-7 IO C Component.
Class A-7 IO A 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-7 IO A 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
<PAGE>
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-7 IO A Component Notional Amount: As to any Distribution Date, the
sum of the Class A Subclass Principal Balances of the Class A-2 and Class A-3
Certificates.
Class A-7 IO B 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-7 IO B 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-7 IO B Component Notional Amount: As to any Distribution Date, the
sum of the Class A Subclass Principal Balances of the Class A-4, Class A-5 and
Class A-6 Certificates.
Class A-7 IO C 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-7 IO C 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-7 IO C Component Notional Amount: As to any Distribution Date, the
sum of (i) the Class A Subclass Principal Balances of the Class A Certificates
(other than the Class A-PO and Class A-LR Certificates), (ii) the Class M
Principal Balance and (iii) the Class B Principal Balance.
Class A-7 Scheduled Accrual Component Accretion Termination Date: The
earlier of (i) the Distribution Date following the Distribution Date on which
the Class A Subclass Principal Balances of the Class A-4, Class A-5 and Class
A-6 Certificates have been reduced to zero or (ii) the Cross-Over Date.
Class A-7 Scheduled Accrual Component Distribution Amount: As to any
Distribution Date prior to the Class A-7 Scheduled Accrual Component Accretion
Termination Date, an amount equal to the sum of (i) the Component Interest
Percentage of the Class A-7 Scheduled Accrual Component of the Current Class A
Interest Distribution Amount and (ii) the Component Shortfall Percentage of the
Class A-7 Scheduled Accrual Component of the amount
<PAGE>
distributed in respect of the Class A-7 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-7 Scheduled Accrual Component Accretion Termination
Date, zero.
Class A-7 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-7 Certificates) or Component Principal
Balance of the Class A-7 Scheduled Accrual Component not then outstanding), in
each case determined as of the preceding Determination Date.
Class A-7 Scheduled Accrual Component Principal Accretion Amount: As to any
Distribution Date prior to the Class A-7 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-7 Scheduled Accrual
Component Distribution Amount with respect to such Distribution Date.
Class A-8 Accretion Termination Date: The earlier of (i) the Distribution
Date following the Distribution Date on which the Component Principal Balance of
the Class A-7 Scheduled Accrual Component has been reduced to zero or (ii) the
Cross-Over Date.
Class A-8 Accrual Distribution Amount: As to any Distribution Date prior to
the Class A-8 Accretion Termination Date, an amount equal to the sum of (i) the
Class A Subclass Interest Percentage of the Class A-8 Certificates of the
Current Class A Interest Distribution Amount and (ii) the Class A Subclass
Interest Shortfall Percentage of the Class A-8 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-8 Accretion Termination Date, zero.
Class A-8 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-8 and Exhibit D hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-8 Principal Accretion Amount: As to any Distribution Date prior to
the Class A-8 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-8 Accrual Distribution Amount with respect to such Distribution Date.
Class A-9 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-9 and Exhibit D hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
<PAGE>
Class A-9 Percentage: The Class A Subclass Principal Balance of the Class
A-9 Certificates divided by the Pool Balance (Non-PO Portion).
Class A-9 Priority Amount: For any Distribution Date, the lesser of (i) the
Class A Subclass Principal Balance of the Class A-9 Certificates and (ii) the
sum of (A) the product of (1) the Class A-9 Percentage, (2) the Class A-9 Shift
Percentage and (3) the Scheduled Amount and (B) the product of (1) the Class A-9
Percentage, (2) the Class A-9 Shift Percentage and (3) the Unscheduled Principal
Amount.
Class A-9 Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Class A-9 Shift Percentage
September 1997 through August 2002 .............. 0%
September 2002 through August 2003 .............. 30%
September 2003 through August 2004 .............. 40%
September 2004 through August 2005 .............. 60%
September 2005 through August 2006 .............. 80%
September 2006 and thereafter ................ 100%
Class A-10 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-10 and Exhibit D hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-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-1 Certificates.
Class A-11 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-11 and Exhibit D hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
<PAGE>
Class A-11 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Pass-Through Rate of the Class A-11 Certificates
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 sum of (i) the
Class A Subclass Principal Balances of the Class A Certificates (other than the
Class A-PO and Class A-LR Certificates), (ii) the Class M Principal Balance and
(iii) the Class B Principal Balance.
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-L1 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the Class A Subclass Principal
Balance of the Class A-1 Certificates and the denominator of which is the sum of
the Class A Subclass Interest Accrual Amount for the Class A-11 Certificates and
the Component Interest Accrual Amount for the Class A-7 IO C Component.
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-L2 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the sum of the Class A
Subclass Principal Balances of the Class A-2 and Class A-3 Certificates and the
denominator of which is the sum of the Class A Subclass Interest Accrual Amount
for the Class A-11 Certificates and the Component Interest Accrual Amount for
the Class A-7 IO C Component.
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-L4 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the sum of the Class A
Subclass Principal Balances of the Class A-4, Class A-5 and Class A-6
Certificates and the denominator of which is the sum of the Class A Subclass
Interest Accrual Amount for the Class A-11 Certificates and the Component
Interest Accrual Amount for the Class A-7 IO C Component.
<PAGE>
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-L7 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the Component Principal
Balance of the Class A-7 Scheduled Accrual Component and the denominator of
which is the sum of the Class A Subclass Interest Accrual Amount for the Class
A-11 Certificates and the Component Interest Accrual Amount for the Class A-7 IO
C Component.
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-L8 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the sum of the Class A
Subclass Principal Balances of the Class A-8 and Class A-9 Certificates and the
denominator of which is the sum of the Class A Subclass Interest Accrual Amount
for the Class A-11 Certificates and the Component Interest Accrual Amount for
the Class A-7 IO C Component.
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 Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit D hereto.
Class A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LUR Interest Fraction: As of any Distribution Date, the fraction
the numerator of which is an amount equal to 0.25% of the Class A Subclass
Principal Balance of the Class A-R Certificate and the denominator of which is
the sum of the Class A Subclass Interest Accrual Amount for the Class A-11
Certificates and the Component Interest Accrual Amount for the Class A-7 IO C
Component.
Class A-LWIO 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.
<PAGE>
Class A-PO Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-PO and Exhibit D hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (i) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a)(i) and (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-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on the
Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that
was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month
preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan.
<PAGE>
Class A-WIO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-WIO and Exhibit D hereto.
Class A-WIO Certificateholder: The registered holder of a Class A-WIO
Certificate.
Class A-WIO Interest Accrual Amount: As to any Distribution Date, (i) the
product of (a) 1/12th of the Class A-WIO Pass-Through Rate and (b) the Class
A-WIO Notional Amount as of the Determination Date preceding such Distribution
Date minus (ii) the Class A Subclass Interest Percentage of the Class A-WIO
Certificates of (x) any Non-Supported Interest Shortfall allocated to the Class
A Certificates with respect to such Distribution Date, (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class A Certificates with respect to such Distribution
Date pursuant to Section 4.02(e) and (z) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e).
Class A-WIO Notional Amount: As to any Distribution Date the aggregate
Scheduled Principal Balance of the Premium Mortgage Loans as of such
Distribution Date.
Class A-WIO Pass-Through Rate: As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Interest Rate of the Premium
Mortgage Loans minus 7.500%.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit D hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Interest Accrual Amount: As to any Distribution Date, the sum of
the Class B Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class B Pass-Through Rate: As to any Distribution Date, 7.250% per annum.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance and Class B-5 Principal Balance.
<PAGE>
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.
<PAGE>
Class B-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-1 and Exhibit D hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
<PAGE>
Class B-1 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-1
Percentage for such Distribution Date will be zero.
Class B-1 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-1 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class M
Principal Balance as of such Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-2 and Exhibit D hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
<PAGE>
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event
<PAGE>
that the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Prepayment Percentage for such
Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-2 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance the
Class M Principal Balance and the Class B-1 Principal Balance as of such
Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-3 and Exhibit D hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a)(i).
<PAGE>
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Percentage for such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass
<PAGE>
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 Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-4 and Exhibit D hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
<PAGE>
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Percentage for such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Prepayment Percentage for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in
<PAGE>
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 Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-5 and Exhibit D hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
<PAGE>
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Percentage for such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such
Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-5 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the sum of the Class A
Principal Balance, the Class M Principal Balance, the Class B-1 Principal
Balance, the Class B-2 Principal Balance, the Class B-3 Principal Balance and
the Class B-4 Principal Balance as of such Determination Date.
<PAGE>
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-L1 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the Class B Subclass Principal
Balance of the Class B-1 Certificates and the denominator of which is the sum of
the Class A Subclass Interest Accrual Amount for the Class A-11 Certificates and
the Component Interest Accrual Amount for the Class A-7 IO C Component.
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-L2 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the Class B Subclass Principal
Balance of the Class B-2 Certificates and the denominator of which is the sum of
the Class A Subclass Interest Accrual Amount for the Class A-11 Certificates and
the Component Interest Accrual Amount for the Class A-7 IO C Component.
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-L3 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the Class B Subclass Principal
Balance of the Class B-3 Certificates and the denominator of which is the sum of
the Class A Subclass Interest Accrual Amount for the Class A-11 Certificates and
the Component Interest Accrual Amount for the Class A-7 IO C Component.
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-L4 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the Class B Subclass Principal
Balance of the Class B-4 Certificates and the denominator of which is the sum of
the Class A Subclass Interest Accrual Amount for the Class A-11 Certificates and
the Component Interest Accrual Amount for the Class A-7 IO C Component.
<PAGE>
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 B-L5 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the Class B Subclass Principal
Balance of the Class B-5 Certificates and the denominator of which is the sum of
the Class A Subclass Interest Accrual Amount for the Class A-11 Certificates and
the Component Interest Accrual Amount for the Class A-7 IO C Component.
Class M Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit C and Exhibit D hereto.
Class M Certificateholder: The registered holder of a Class M Certificate.
Class M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class M Certificates pursuant to Paragraphs
fifth, sixth and seventh of Section 4.01(a)(i).
Class M Interest Accrual Amount: As to any Distribution Date, an amount
equal to (i) the product of 1/12th of the Class M Pass-Through Rate and the
Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M Certificates with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).
Class M Interest Shortfall Amount: As to any Distribution Date, any amount
by which the Class M Interest Accrual Amount with respect to such Distribution
Date exceeds the amount distributed in respect of the Class M Certificates on
such Distribution Date pursuant to Paragraph fifth of Section 4.01(a)(i).
Class M Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class M Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class M Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
<PAGE>
(iii) the Class M Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class M Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution
Date occurs over the unpaid principal balance of such defective
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the Servicer,
the Master Servicer or the Trustee in respect of such defective
Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class M Optimal Principal Amount will
equal the lesser of (A) the Class M Optimal Principal Amount calculated as
described in the preceding provisions and (B) the Adjusted Principal Balance for
the Class M Certificates.
Class M Pass-Through Rate: As to any Distribution Date, 7.250% per annum.
Class M Percentage: As to any Distribution Date, the percentage calculated
by multiplying the Subordinated Percentage by either (a) if any Class B
Certificates are eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Prepayment Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (a)
if any Class B Certificates are eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Principal Balance: As to the first Determination Date, the Original
Class M Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class M Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class M Certificates on prior
Distribution Dates (A) pursuant to Paragraph
<PAGE>
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.
Class M-L Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is an amount equal to 0.25% of the Class M Principal Balance
and the denominator of which is the sum of the Class A Subclass Interest Accrual
Amount for the Class A-11 Certificates and the Component Interest Accrual Amount
for the Class A-7 IO C Component.
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-7 Components.
Component Interest Accrual Amount: As to any Distribution Date and the
Class A-7 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
<PAGE>
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-7 IO A Component, the Class A-7 IO B Component and the Class A-7
IO C Component, the Class A-7 IO A Component Interest Accrual Amount, the Class
A-7 IO B Component Interest Accrual Amount and the Class A-7 IO C Component
Interest Accrual Amount, respectively.
Component Interest Percentage: As to any Distribution Date and Class A-7
Component, the percentage calculated by dividing the Component Interest Accrual
Amount of such Component (determined without regard to clause (ii) of the
definition thereof) by the Class A Interest Accrual Amount (determined without
regard to clause (ii) of the definition of each Class A Subclass Interest
Accrual Amount (other than for the Class A-7 Certificates) and each Component
Interest Accrual Amount).
Component Interest Shortfall Amount: As to any Distribution Date and Class
A-7 Component, the product of (a) the Class A Subclass Interest Shortfall Amount
of the Class A-7 Certificates for such Distribution Date and (b) a fraction, the
numerator of which is the applicable Component Interest Accrual Amount and the
denominator of which is the Class A Subclass Interest Accrual Amount of the
Class A-7 Certificates.
Component Interest Shortfall Distribution: As to any Distribution Date and
Class A-7 Component, the product of (i) the amount that would be distributable
in respect of the Class A-7 Certificates with respect to such Distribution Date
pursuant to Paragraph second of Section 4.01(a)(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 the Class A-7 Scheduled Accrual Component,
the Class A-7 Scheduled Accrual Component Loss Percentage.
Component Principal Balance: As of the first Determination Date and as to
the Class A-7 Scheduled Accrual Component the Original Component Principal
Balance. As of any subsequent Determination Date and as to the Class A-7
Scheduled Accrual Component prior to the Cross-Over Date, the Original Component
Principal Balance (increased by the Class A-7 Scheduled Accrual Component
Principal Accretion Amounts 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-7
Scheduled Accrual Component Distribution Amounts and Class A-8 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
<PAGE>
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. The
IO Components have no Component Principal Balances.
Component Rate: As to any Distribution Date and for the Class A-7 Scheduled
Accrual Component, 7.250% per annum. As to any Distribution Date and for the
Class A-7 IO A Component, 0.500% per annum. As to any Distribution Date and for
the Class A-7 IO B Component, 0.150% per annum. As to any Distribution Date and
for the Class A-7 IO C Component, 0.150% per annum.
Component Shortfall Percentage: As to any Distribution Date and Class A-7
Component, the percentage calculated by dividing the Component Unpaid Interest
Shortfall for such Component by the Class A Subclass Unpaid Interest Shortfall
for the Class A-7 Certificates, in each case determined as of the Business Day
preceding the applicable Distribution Date.
Component Unpaid Interest Shortfall: As to any Distribution Date and Class
A-7 Component, (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 Trustee, at which at
any particular time its corporate trust business shall be administered which
office is located at 230 South Tryon Street, Charlotte, North Carolina 28288.
Corresponding Upper-Tier Class, Classes, Component or Components: As to the
following Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier
Class, Classes, Component or Components, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class,
Classes, Component or
Components
Class A-L1 Interest Class A-1 Certificates and
Class A-10 Certificates
Class A-L2 Interest Class A-2 Certificates, Class
A-3 Certificates and Class A-7
IO A Component
Class A-L4 Interest Class A-4 Certificates, Class
A-5 Certificates, Class A-6
Certificates and Class A-7 IO B
Component
Class A-L7 Class A-7 Scheduled Accrual
Component
<PAGE>
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class,
Classes, Component or
Components
Class A-L8 Interest Class A-8 Certificates and
Class A-9 Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LWIO Interest Class A-WIO 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
<PAGE>
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.
<PAGE>
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trustee, substantially in the form of Exhibit E hereto, as the same may be
amended or modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control of the Trustee. 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
<PAGE>
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-WIO 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-WIO Certificates, the Percentage Interest specified on the face of each
Class A-WIO Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of less than 7.500%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the
<PAGE>
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;
<PAGE>
(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.
<PAGE>
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.
<PAGE>
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 $6,503,506.77 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.
<PAGE>
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.
Interest Distributions: With respect to any Distribution Date, (i) with
respect to a Class A Subclass or Component, the amount actually distributed to
such Class A Subclass or Component pursuant to Paragraphs first and second of
Section 4.01(a)(i) excluding any amounts distributed in accordance with the
provisos thereof, (ii) with respect to the Class M Certificates, the amount
actually distributed to the Class M Certificates pursuant to Paragraphs fifth
and sixth of Section 4.01(a)(i) and (iii) with respect to a Class B Subclass,
the amount actually distributed to such Class B Subclass pursuant to Paragraphs
eighth and ninth, eleventh and twelfth, fourteenth and fifteenth, seventeenth
and eighteenth or twentieth and twenty-first of Section 4.01(a)(i).
IO Component: Each of the Class A-7 IO A Component, Class A-7 IO B
Component and Class A-7 IO C Component.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trustee pursuant hereto respecting the
related Mortgage Loan, including any unreimbursed advances for real property
taxes or for property restoration or preservation of the related Mortgaged
Property.
<PAGE>
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
<PAGE>
amortization schedule, other than for Deficient Valuations, by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period).
Month End Interest: As defined in each Servicing Agreement.
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1, F-2 and F-3, which list may be amended following the Closing Date
upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or 2.03
and which list shall set forth at a minimum the following information of the
close of business on the Cut-Off Date (or, with respect to Substitute Mortgage
Loans, as of the close of business on the day of substitution) as to each
Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
<PAGE>
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee; and
(xvi) for Mortgage Loans identified on Exhibit F-3, the name
of the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares 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.
<PAGE>
Net Partial Liquidation Proceeds: Partial Liquidation Proceeds with respect
to a Mortgage Loan net of unreimbursed Liquidation Expenses incurred with
respect to such Mortgage Loan. For all purposes of this Agreement, Net Partial
Liquidation Proceeds shall be allocated first to accrued and unpaid interest on
the related Mortgage Loan and then to the unpaid principal balance thereof.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of (i) 1.00
and (ii) the quotient obtained by dividing the Net Mortgage Interest Rate for
such Mortgage Loan by 7.500%.
Non-PO Voting Interest: The ratio obtained by dividing the Pool Balance
(Non-PO Portion) by the sum of the Pool Balance (Non-PO Portion) and the Pool
Balance (PO Portion).
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer or the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance, (b) the Class M Certificates according to the
percentage obtained by dividing the Class M Principal Balance by the sum of the
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance and (c) the Class B Certificates according to the percentage
obtained by dividing the Class B Principal Balance by the sum of the Class A
Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.
<PAGE>
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.
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; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to the Class M Certificates or any
Class B Subclass and any Distribution Date, an Optimal Adjustment Event will
occur with respect to such Class or Subclass if: (i) the principal balance of
such Class or Subclass on the Determination Date succeeding such Distribution
Date would have been reduced to zero (regardless of whether such principal
balance was reduced to zero as a result of principal distribution or the
allocation of Realized Losses) and (ii) (a) any Class A Subclass Principal
Balance (other than with respect to the Class A-7 Certificates) or Component
Principal Balance would be subject to further reduction as a result of the third
sentences of the definition of Class A Subclass Principal Balance or 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-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-R and Class A-LR
Certificates and (ii) the Original
<PAGE>
Component Principal Balance of the Class A-7 Scheduled Accrual Component 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.
<PAGE>
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.
<PAGE>
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
PAC Certificates: The Class A-1 Certificates, Class A-2 Certificates, Class
A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates or Class A-6
Certificates.
PAC I Certificates: The Class A-1 Certificates, Class A-2 Certificates or
Class A-3 Certificates.
PAC II Certificates: The Class A-4 Certificates, Class A-5 Certificates or
Class A-6 Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as agent for
the Master Servicer, to make distributions to Certificateholders with respect to
the Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than the
Class A-10, Class A-11 or Class A-WIO Certificate), the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class A
Subclass. With respect to a Class A-10 Certificate,
<PAGE>
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-WIO Certificate, the percentage interest
specified on the face of such Certificate. With respect to a Class M
Certificate, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the aggregate original principal
balance of all Certificates of such Class. With respect to a Class B
Certificate, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the aggregate original principal
balance of all Certificates of such Class B Subclass.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder, the amount of any such advances being
equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or the Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any
other Mortgage Loan, zero.
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.
<PAGE>
Pool Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trustee pursuant to Section 3.03 and (iii) all other amounts required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
and respecting which the Master Servicer or the Trustee has made one
or more unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the applicable Servicing Fee and
(ii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to
the Distribution Date for the applicable type of Unscheduled Principal
Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or
following the Due Date in the month in which such Distribution Date
occurs and the difference between the unpaid principal balance of such
Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs and
the unpaid principal balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
<PAGE>
(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
7.500% or greater.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class M Optimal Principal
Amount, Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class
B-5 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class or Subclass.
<PAGE>
Principal Balance: Each of the Class A Subclass Principal Balances, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal Balance.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class M Certificates are
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 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.
<PAGE>
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, the Chairman or
Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled 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 Component: The Class A-7 Scheduled Accrual Component.
Scheduled Principal Amount: As defined in Section 4.01(b).
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
<PAGE>
thereto (before any adjustment to such amortization schedule by reason of any
bankruptcy (other than Deficient Valuations) or similar proceeding or any
moratorium or similar waiver or grace period) after giving effect to (A)
Unscheduled Principal Receipts received or applied by the related Servicer
during the related Unscheduled Principal Receipt Period for each applicable type
of Unscheduled Principal Receipt related to the Distribution Date occurring in
the month preceding such Distribution Date, (B) Deficient Valuations incurred
prior to such Due Date and (C) the payment of principal due on such Due Date and
irrespective of any delinquency in payment by the related Mortgagor.
Accordingly, the Scheduled Principal Balance of a Mortgage Loan which becomes a
Liquidated Loan at any time through the last day of such related Unscheduled
Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in interest.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Countrywide Home Loans, Inc., The Huntington Mortgage
Company, National City Mortgage Company, Norwest Mortgage Inc., First Bank
National Association 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;
<PAGE>
(2) infidelity, conversion or other dishonest act on the
part of the Trustee or the Servicer or any of their
agents or employees; or
(3) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a part
thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$3,251,753.38 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates, as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trustee. On and or after the Cross-Over Date, the Special Hazard Loss
Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates, denominated
respectively as Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-PO, Class
A-WIO, Class A-R and Class A-LR and each subdivision of the Class B
Certificates, denominated respectively as Class B-1, Class B-2, Class B-3, Class
B-4 and Class B-5.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
<PAGE>
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans, such amounts as may be held from time to time in the
Certificate Account, and the rights of the Trustee to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement, property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Union National Bank, a national banking association, with
its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
Uncertificated Lower-Tier Interests: Any of the Class A-L1, Class A-L2,
Class A-L4, Class A-L7, Class A-L8, Class A-LPO, Class A-LWIO, 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
<PAGE>
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 1997-12 Certificates. The aggregate Voting Interests
of each Subclass of Class A Certificates (other than the Class A-10, Class A-11,
Class A-PO and Class A-WIO 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. The aggregate Voting Interests of the Class A-PO
Certificates on any date will be equal to the Class A Voting Interest
represented by clause (B) of the definition thereof. With respect to the Class
A-10, Class A-11 and Class A-WIO 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. The aggregate Voting Interests of each Subclass of Class B
Certificates will
<PAGE>
equal such Subclass's pro rata portion of the Voting Interest allocated to the
Class B Certificates based on such Subclass's outstanding principal balance.
Each Certificateholder of a Class or Subclass will have a Voting Interest equal
to the product of the Voting Interest to which such Class or Subclass is
collectively entitled and the Percentage Interest in such Class or Subclass
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class or Subclass of
Certificates or specified Classes or Subclasses of Certificates, each
Certificateholder of a Class or Subclass will have a Voting Interest in such
Class or Subclass equal to such Holder's Percentage Interest in such Class or
Subclass.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, if made in the manner provided in this Section 1.02. The
Trustee shall promptly notify the Master Servicer in writing of the receipt of
any such instrument or writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
<PAGE>
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder, the Holders of the Certificates any benefit or any legal
or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial
custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any
Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment
is in the process of being recorded on the Closing Date, the Seller shall
deliver a copy thereof, certified by Norwest Mortgage or the applicable Norwest
Mortgage Correspondent to be a true and complete copy of the document sent for
recording, and the Seller shall use its best efforts to cause each such original
recorded document or certified copy thereof to be delivered to the Trustee
promptly following its recordation, but in no event later than one (1) year
following the Closing Date. The Seller shall also cause to be delivered to the
Trustee any other original mortgage loan document to be included in the Owner
Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay
from its own funds, without any right of reimbursement therefor, the amount of
any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in any Servicing Agreement, deliver or cause to be delivered to
the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee
in a form suitable for recordation, together with an Opinion of Counsel to the
effect that recording is not required to protect the Trustee's right, title and
interest in and to the related Mortgage Loan or, in case a court should
recharacterize the sale of the Mortgage Loans as a financing, to perfect a first
priority security interest in favor of the Trustee in the related Mortgage Loan.
In the event that the Master Servicer receives notice that recording is required
to protect the right, title and interest of the Trustee in and to any such
Mortgage Loan for which recordation of an
<PAGE>
assignment has not previously been required, the Master Servicer shall promptly
notify the Trustee and the Trustee shall within five Business Days (or such
other reasonable period of time mutually agreed upon by the Master Servicer and
the Trustee) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents required to be delivered on the Closing Date
pursuant to Section 2.01 above and declares that it holds and will hold such
documents and the other documents constituting a part of the Owner Mortgage Loan
Files delivered to it in trust, upon the trusts herein set forth, for the use
and benefit of all present and future Certificateholders. The Trustee agrees,
for the benefit of Certificateholders, to review each Owner Mortgage Loan File
within 45 days after execution of this Agreement in order to ascertain that all
required documents set forth in Section 2.01 have been executed and received and
appear regular on their face, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If within such 45 day period
the Trustee finds any document constituting a part of an Owner Mortgage Loan
File not to have been executed or received or to be unrelated to the Mortgage
Loans identified in the Mortgage Loan Schedule or not to appear regular on its
face, the Trustee shall promptly (and in no event more than 30 days after the
discovery of such defect) notify the Seller, which shall have a period of 60
days after the date of such notice within which to correct or cure any such
defect. The Seller hereby covenants and agrees that, if any material defect is
not so corrected or cured, the Seller will, not later than 60 days after the
Trustee's notice to it referred to above respecting such defect, either (i)
repurchase the related Mortgage Loan or any property acquired in respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest
Rate through the last day of the month in which such repurchase takes place or
(ii) if within two years of the Startup Day, or such other period permitted by
the REMIC Provisions, substitute for any Mortgage Loan to which such material
defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trustee and the Substitution Principal
<PAGE>
Amount, together with (i) interest on such Substitution Principal Amount at the
applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage
Loan which is being substituted for and (ii) an amount equal to the aggregate
amount of unreimbursed Periodic Advances in respect of interest previously made
by the Servicer, Master Servicer or Trustee with respect to such Mortgage Loan,
shall be deposited in the Certificate Account. The Monthly Payment on the
Substitute Mortgage Loan for the Due Date in the month of substitution shall not
be part of the Trust Estate. Upon receipt by the Trustee of written notification
of any such deposit signed by an officer of the Seller, or the new Owner
Mortgage Loan File, as the case may be, the Trustee shall release to the Seller
the related Owner Mortgage Loan File and shall execute and deliver such
instrument of transfer or assignment, in each case without recourse, as shall be
necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trustee on behalf of the
Certificateholders. The failure of the Trustee to give any notice contemplated
herein within forty-five (45) days after the execution of this Agreement shall
not affect or relieve the Seller's obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02.
The Trustee may, concurrently with the execution and delivery hereof or at
any time thereafter, enter into a Custodial Agreement substantially in the form
of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold
the Mortgage Notes, the Mortgages, the assignments and other documents related
to the Mortgage Loans received by the Trustee in trust for the benefit of all
present and future Certificateholders, which may provide, among other things,
that the Custodian shall conduct the review of such documents required under the
first paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master Servicer
and the Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee 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;
<PAGE>
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special assessments
not yet due and payable and liens or interests arising under or as a result
of any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged Property
consists of shares of a cooperative housing corporation, any lien for
amounts due to the cooperative housing corporation for unpaid assessments
or charges or any lien of any
<PAGE>
assignment of rents or maintenance expenses secured by the real property
owned by the cooperative housing corporation; and any security agreement,
chattel mortgage or equivalent document related to, and delivered to the
Trustee or to the Custodian with, any Mortgage establishes in the Seller a
valid and subsisting first lien on the property described therein and the
Seller has full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case as
is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares 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
<PAGE>
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
<PAGE>
by Mortgaged Property located in Iowa, as to which an opinion of counsel of
the type customarily rendered in such State in lieu of title insurance is
instead received) is covered by an American Land Title Association
mortgagee title insurance policy or other generally acceptable form of
policy or insurance acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC insuring the originator, its successors and
assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and subject only to (A) the lien of
current real property taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which the
Mortgaged Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage Loan,
(C) liens created pursuant to any federal, state or local law, regulation
or ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be in
full force and effect and inure to the benefit of the Trustee, no claims
have been made under such mortgagee title insurance policy, and no prior
holder of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if the
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project; if upon origination of the
Mortgage Loan, the improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B) the full insurable
value of the Mortgaged Property and (C) the maximum amount of insurance
which was available under the Flood Disaster Protection Act of 1973; and
each Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense;
<PAGE>
(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 Trustee 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
<PAGE>
(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 Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trustee
or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the 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
<PAGE>
such Mortgage Loan through the last day of the month in which such repurchase
took place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Owner Mortgage Loan Files to it, and, concurrently with such
delivery, (i) acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders and (ii) has executed and delivered to or upon the order of
the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05. Designation of
Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates (other
than the Class A-7, Class A-R and Class A-LR Certificates), the Class M
Certificates, the Subclasses of Class B Certificates and each Class A-7
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-L4 Interest,
Class A-L7 Interest, Class A-L8 Interest, Class A-LPO Interest, Class A-LWIO
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 September 25, 2027 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account to
be invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services rendered under this Agreement.
The amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized.
<PAGE>
Section 3.02. Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer for
Periodic Advances made by the Master Servicer or the Trustee pursuant to
Section 3.03(a) or any Servicer pursuant to any Servicing Agreement with
respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee for
any Periodic Advances determined in good faith to have become
Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to
the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee (or,
in certain cases, the Seller) for expenses incurred by it (including taxes
paid on behalf of the Trust Estate) and recoverable by or reimbursable to
it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the second sentence of
Section 8.14(a) or pursuant to such Servicer's Servicing Agreement,
provided such expenses are "unanticipated" within the meaning of the REMIC
Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
<PAGE>
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to such Servicer's
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein; and
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of Norwest Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced, (iii) the amount that the Trustee or Master
Servicer is required to advance hereunder and (iv) whether the Master Servicer
has determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of
<PAGE>
such failure of the Servicer, advance such funds and take such steps as are
necessary to pay such taxes or insurance premiums. To the extent Norwest
Mortgage fails to make an advance on account of the taxes or insurance premiums
with respect to a Mortgage Loan required pursuant to the Norwest Servicing
Agreement, the Master Servicer shall, if the Master Servicer knows of such
failure of Norwest Mortgage, certify to the Trustee that such failure has
occurred. Upon receipt of such certification, the Trustee shall advance such
funds and take such steps as are necessary to pay such taxes or insurance
premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trustee shall be required to pay or advance any amount which
any Servicer was required, but failed, to deposit in the Certificate Account.
Section 3.04. Trustee to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trustee and the Trustee shall, within five Business Days, release the
related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof,
<PAGE>
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Certificate Account or
(ii) the Owner Mortgage Loan File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Trustee a certificate of the Master
Servicer or such Servicer certifying as to the name and address of the Person to
which such Owner Mortgage Loan File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of an Officer's Certificate
of the Master Servicer or such Servicer stating that such Mortgage Loan was
liquidated and that all amounts received or to be received in connection with
such liquidation which are required to be deposited into the Certificate Account
have been so deposited, or that such Mortgage Loan has become an REO Mortgage
Loan, the Request for Release shall be released by the Trustee to the Master
Servicer or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of such
Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer or
such Servicer, as directed by the Master Servicer, court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
Section 3.05. Reports to the Trustee; Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current FNMA monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
<PAGE>
(b) The Master Servicer shall deliver to the Trustee on or before April 30
of each year, a certificate signed by an officer of the Master Servicer,
certifying that (i) such officer has reviewed the activities of the Master
Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
<PAGE>
Section 3.07. Amendments to Servicing
Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant to Section
3.07(b), the Master Servicer from time to time may, to the extent permitted by
the applicable Servicing Agreement, make such modifications and amendments to
such Servicing Agreement as the Master Servicer deems necessary or appropriate
to confirm or carry out more fully the intent and purpose of such Servicing
Agreement and the duties, responsibilities and obligations to be performed by
the Servicer thereunder. Such modifications may only be made if they are
consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel.
Prior to the issuance of any modification or amendment, the Master Servicer
shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a Servicing
Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which
consent and amendment shall not require the consent of any Certificateholder if
it is (i) for the purpose of curing any mistake or ambiguity or to further
effect or protect the rights of the Certificateholders or (ii) for any other
purpose, provided such amendment or supplement for such other purpose cannot
reasonably be expected to adversely affect Certificateholders. The lack of
reasonable expectation of an adverse effect on Certificateholders may be
established through the delivery to the Trustee of (i) an Opinion of Counsel to
such effect or (ii) written notification from each Rating Agency to the effect
that such amendment or supplement will not result in reduction of the current
rating assigned by that Rating Agency to the Certificates. Notwithstanding the
two immediately preceding sentences, the Trustee may, in its discretion, decline
to enter into or consent to any such supplement or amendment if its own rights,
duties or immunities shall be adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
(ii)The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
<PAGE>
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's and
the Certificateholders' reliance on the Master Servicer, and in a manner
consistent with the terms and provisions of any insurance policy required to be
maintained by the Master Servicer or any Servicer pursuant to this Agreement or
any Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master
<PAGE>
Servicer's obligations hereunder and otherwise exercise reasonable efforts to
encourage such Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by it under its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled, at its option, to repurchase any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor; provided, however, that the Cut-Off Date Principal
Balances of the Mortgage Loans repurchased pursuant to this provision shall not
exceed 2.5% of the Cut-Off Date Aggregate Principal Balance of the Mortgage
Loans. The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate through the last day of the month in which such
repurchase occurs. Upon the receipt of such purchase price, the Master Servicer
shall provide to the Trustee the certification required by Section 3.04 and the
Trustee and the Custodian, if any, shall promptly release to the Seller the
Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File.
<PAGE>
Neither the Trustee, the Master Servicer nor any Servicer, acting on behalf of
the Trustee, shall provide financing from the Trust Estate to any purchaser of a
Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the
Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures.
Section 3.09. Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller and the Trustee an Officer's Certificate certifying that an event
has occurred which may justify termination of such Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to such Servicer. If the Master
Servicer recommends that such Servicing Agreement be terminated, the Master
Servicer's certification must state that the breach is material and not merely
technical in nature. Upon written direction of the Master Servicer, based upon
such certification, the Trustee shall promptly terminate such Servicing
Agreement. Notwithstanding the foregoing, in the event that (i) Norwest Mortgage
fails to make any advance, as a consequence of which the Trustee is obligated to
make an advance pursuant to Section 3.03 and (ii) the Trustee provides Norwest
Mortgage written notice of the failure to make such advance and such failure
shall continue unremedied for a period of 15 days after receipt of such notice,
the Trustee shall terminate the Norwest Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
<PAGE>
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-7 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-7 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-7 Certificates
with respect to the Class A-7 Scheduled Accrual Component pursuant to this
provision will be distributed in reduction of the Component Principal Balance
thereof, the Class A Subclass Principal Balances of the PAC II Certificates and
(ii) prior to the Class A-8 Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of interest to the Class
A-8 Certificates pursuant to this provision will instead be distributed in
reduction of the Class A Subclass Principal Balance thereof and the Component
Principal Balance of the Class A-7 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-7 Scheduled Accrual Component Accretion
Termination Date, an amount equal to the amount that would otherwise be
distributable in respect of interest shortfalls to the Class A-7 Certificates
with respect to the Class A-7 Scheduled Accrual Component pursuant to this
provision will be distributed in reduction of the Component Principal Balance
thereof and the Class A Subclass Principal Balances of the PAC II Certificates
and (ii) prior to the Class A-8 Accretion Termination Date, an amount equal to
the amount that would otherwise be distributable in respect of interest
shortfalls to the Class A-8 Certificates pursuant to this provision will instead
be distributed in reduction of the Class A Subclass Principal Balance thereof
and the Component Principal Balance of the Class A-7 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-PO
Certificates) and the Class A-PO Certificates, pro rata, based on their
respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the
<PAGE>
Subclasses of Class A Certificates (other than the Class A-PO Certificates), in
an aggregate amount up to the Class A Non-PO Optimal Principal Amount, such
distribution to be allocated among such Subclasses in accordance with Section
4.01(b) or Section 4.01(c), as applicable, and (B) to the Class A-PO
Certificates in an amount up to the Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class A-PO
Deferred Amount from amounts otherwise distributable (without regard to this
Paragraph fourth) first to the Class B-5 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-4 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-3 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-2 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-1 Certificates pursuant to Paragraph
tenth below, and sixth to the Class M Certificates pursuant to Paragraph seventh
below;
fifth, to the Class M Certificates in an amount up to the Class M Interest
Accrual Amount with respect to such Distribution Date;
sixth, to the Class M Certificates in an amount up to the Class M Unpaid
Interest Shortfall;
seventh, to the Class M Certificates in an amount up to the Class M Optimal
Principal Amount; provided, however, that the amount distributable to the Class
M Certificates pursuant to this Paragraph seventh will be reduced by the amount,
if any, that would have been distributable to the Class M Certificates hereunder
used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
eighth, to the Class B-1 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-1 Certificates with respect to
such Distribution Date;
ninth, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
tenth, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-1 Certificates pursuant to this Paragraph tenth will be reduced by
the amount, if any, that would have been distributable to the Class B-1
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-2 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-2 Certificates in an amount up to the Class B-2
Unpaid Interest Shortfall;
<PAGE>
thirteenth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-2 Certificates pursuant to this Paragraph thirteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
fourteenth, to the Class B-3 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Unpaid Interest Shortfall;
sixteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-3 Certificates pursuant to this Paragraph sixteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-3
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
seventeenth, to the Class B-4 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Unpaid Interest Shortfall;
nineteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-4 Certificates pursuant to this Paragraph nineteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-4
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
twentieth, to the Class B-5 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-5 Certificates in an amount up to the Class
B-5 Unpaid Interest Shortfall;
twenty-second, to the Class B-5 Certificates in an amount up to the Class
B-5 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-5 Certificates pursuant to this Paragraph twenty-second will be
reduced by the amount, if any, that would have been distributable to the Class
B-5 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, 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.
<PAGE>
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class or Subclass (other than the Class A-7, Class A-R or Class
A-LR Certificates) has been reduced to zero or, in the case of the Class A-7
Certificates, after the latter to occur of (i) the Class A Subclass Principal
Balance of such Subclass has been reduced to zero or (ii) the Class A-1 IO A
Component Notional Amount, Class A-1 IO B Component Notional Amount and Class
A-1 IO C Component Notional Amount have 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-PO Certificates), the Class M Certificates and any Class B Subclass with
a lower numerical designation and the amount of the Principal Adjustment, if
any, attributable to the Class M Certificates will be allocated to the
Subclasses of Class A Certificates (other than the Class A-PO Certificates) pro
rata based on the Class A Subclass Principal Balances.
(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, the Class
A-LWIO Interest shall receive distributions in respect of interest in an amount
equal to the Interest Distributions in respect of its Corresponding Upper-Tier
Class, Classes, Component or Components, in each case to the extent actually
distributed thereon. On each Distribution Date the Class A-L1 Interest shall
receive distributions in respect of interest in an amount equal to the sum of
(i) the Interest Distributions in respect of its Corresponding Upper-Tier Class,
Classes, Component or Components and (ii) an amount equal to the product of the
Class A-L1 Interest Fraction and the Interest Distributions in respect of the
Class A-11 Certificates and the Class A-7 IO C Component; the Class A-L2
Interest shall receive distributions in respect of interest in an amount equal
to the sum of (i) the Interest Distributions in respect of its Corresponding
Upper-Tier Class, Classes, Component or Components and (ii) an amount equal to
the product of the Class A-L2 Interest Fraction and the Interest Distributions
in respect of the Class A-11 Certificates and the Class A-7 IO C Component; the
Class A-L4 Interest shall receive distributions in respect of interest in an
amount equal to the sum of (i) the Interest Distributions in respect of its
Corresponding Upper-Tier Class, Classes, Component or Components and (ii) an
amount equal to the product of the Class A-L4 Interest Fraction and the Interest
Distributions in respect of the Class A-11 Certificates and the Class A-7 IO C
Component; the Class A-L7 Interest shall receive distributions in respect of
interest in an amount equal to the sum of (i) the Interest Distributions, if
any, in respect of its Corresponding Upper-Tier Class, Classes, Component or
Components and (ii) an amount equal to the product of the Class A-L7 Interest
Fraction and
<PAGE>
the Interest Distributions in respect of the Class A-11 Certificates and the
Class A-7 IO C Component; the Class A-L8 Interest shall receive distributions in
respect of interest in an amount equal to the sum of (i) the Interest
Distributions, if any, in respect of its Corresponding Upper-Tier Class,
Classes, Component or Components and (ii) an amount equal to the product of the
Class A-L8 Interest Fraction and the Interest Distributions in respect of the
Class A-11 Certificates and the Class A-7 IO C Component; the Class A-LUR
Interest shall receive distributions in respect of interest in an amount equal
to the sum of (i) the Interest Distributions in respect of its Corresponding
Upper-Tier Class, Classes, Component or Components and (ii) an amount equal to
the product of the Class A-LUR Interest Fraction and the Interest Distributions
in respect of the Class A-11 Certificates and the Class A-7 IO C Component; the
Class M-L Interest shall receive distributions in respect of interest in an
amount equal to the sum of (i) the Interest Distributions in respect of its
Corresponding Upper-Tier Class, Classes, Component or Components and (ii) an
amount equal to the product of the Class M-L Interest Fraction and the Interest
Distributions in respect of the Class A-11 Certificates and the Class A-7 IO C
Component; the Class B-L1 Interest shall receive distributions in respect of
interest in an amount equal to the sum of (i) the Interest Distributions in
respect of its Corresponding Upper-Tier Class, Classes, Component or Components
and (ii) an amount equal to the product of the Class B-L1 Interest Fraction and
the Interest Distributions in respect of the Class A-11 Certificates and the
Class A-7 IO C Component; the Class B-L2 Interest shall receive distributions in
respect of interest in an amount equal to the sum of (i) the Interest
Distributions in respect of its Corresponding Upper-Tier Class, Classes,
Component or Components and (ii) an amount equal to the product of the Class
B-L2 Interest Fraction and the Interest Distributions in respect of the Class
A-11 Certificates and the Class A-7 IO C Component; the Class B-L3 Interest
shall receive distributions in respect of interest in an amount equal to the sum
of (i) the Interest Distributions in respect of its Corresponding Upper-Tier
Class, Classes, Component or Components and (ii) an amount equal to the product
of the Class B-L3 Interest Fraction and the Interest Distributions in respect of
the Class A-11 Certificates and the Class A-7 IO C Component; the Class B-L4
Interest shall receive distributions in respect of interest in an amount equal
to the sum of (i) the Interest Distributions in respect of its Corresponding
Upper-Tier Class, Classes, Component or Components and (ii) an amount equal to
the product of the Class B-L4 Interest Fraction and the Interest Distributions
in respect of the Class A-11 Certificates and the Class A-7 IO C Component; the
Class B-L5 Interest shall receive distributions in respect of interest in an
amount equal to the sum of (i) the Interest Distributions in respect of its
Corresponding Upper-Tier Class, Classes, Component or Components and (ii) an
amount equal to the product of the Class B-L5 Interest Fraction and the Interest
Distributions in respect of the Class A-11 Certificates and the Class A-7 IO C
Component. Such amounts distributed to the Uncertificated Lower-Tier Interests
in respect of principal and interest with respect to any Distribution Date are
referred to herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest (other than the Class A-LWIO 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
A-LWIO Interest has no principal balance. The
<PAGE>
notional amount of the Class A-LWIO 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 A-LWIO 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 A-LWIO 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-LPO Interest and Class A-LWIO Interest) shall
be 7.500% per annum. Prior to the Class A-7 Scheduled Accrual Component
Accretion Termination Date, interest will accrue in respect of the Class A-L7
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-7 Scheduled Accrual Component. Prior to the Class A-8 Accretion
Termination Date, interest will accrue in respect of the Class A-L8 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-8
Certificates. The pass-through rate with respect to the Class A-LWIO Interest
shall be the Class A-WIO Pass-Through Rate. The Class A-LPO Interest is a
principal-only interest and is not entitled to distributions of interest. Any
Non-Supported Interest Shortfalls will be allocated to each Uncertificated
Lower-Tier Interest in the same relative proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
(b) The Class A-10, Class A-11 and Class A-WIO Certificates are
interest-only Certificates and are not entitled to distributions in respect of
principal.
On each Distribution Date occurring prior to the Class A-8 Accretion
Termination Date, an amount equal to the Class A-8 Accrual Distribution Amount,
if any, for such Distribution Date will be allocated as follows: first, to the
Class A-7 Scheduled Accrual Component without regard to its Scheduled Principal
Amount for such Distribution Date until the Component Principal Balance thereof
has been reduced to zero and second, to the Class A-8 Certificates until the
Class A Subclass Principal Balance thereof has been reduced to zero.
On each Distribution Date occurring prior to the Class A-7 Scheduled
Accrual Component Accretion Termination Date, an amount equal to the Class A-7
Scheduled Accrual Component Distribution Amount, if any, for such Distribution
Date will be allocated as follows; first, concurrently, 86.1052093057% to the
Class A-5 Certificates and 13.8947906943% to the Class A-4 Certificates up to
their respective PAC Principal Amounts for such Distribution Date, second,
concurrently, 86.1052147803% to the Class A-6 Certificates and 13.8947852197% to
the Class A-4 Certificates up to their respective PAC Principal Amounts for such
Distribution Date, and third, to the Class A-7 Scheduled Accrual
<PAGE>
Component, without regard to its Scheduled Principal Amount, until the Component
Principal Balance thereof has been reduced to zero.
On each Distribution Date occurring prior to the Cross-Over Date, the Class
A Non-PO Principal Distribution Amount (other than the Class A-7 Scheduled
Accrual Component Distribution Amount and the Class A-8 Accrual Distribution
Amount) will be allocated among and distributed in reduction of the Class A
Subclass Principal Balances of the Subclasses of Class A Certificates (other
than the Class A Subclass Principal Balance of the Class A-PO Certificates) as
follows:
first, to the Class A-9 Certificates up to the Class A-9 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, sequentially, to the Class A-1, Class A-2 and Class A-3
Certificates, in that order, up to their respective PAC Principal Amounts for
such Distribution Date;
fourth, concurrently, 86.1052093057% to the Class A-5 Certificates and
approximately 13.8947906943% to the Class A-4 Certificates, up to their
respective PAC Principal Amounts for such Distribution Date;
fifth, concurrently, 86.1052147803% to the Class A-6 Certificates and
13.8947852197% to the Class A-4 Certificates, up to their respective PAC
Principal Amounts for such Distribution Date;
sixth, if, on the Distribution Date, the Pool Balance (Non-PO Portion) is
less than 275% SPA Balance for such Distribution Date, then beginning on such
Distribution Date or, if such Distribution Date is prior to the Distribution
Date in November 1997, beginning on the Distribution Date in November 1997, and
each Distribution Date thereafter, to the Class A-8 Certificates, until the
Class A Subclass Principal Balance thereof has been reduced to zero;
seventh, to the Class A-7 Scheduled Accrual Component, up to its Scheduled
Principal Amount for such Distribution Date;
eighth, to the Class A-8 Certificates, until the Class A Subclass Principal
Balance thereof has been reduced to zero;
ninth, concurrently, 86.1052093057% to the Class A-5 Certificates and
13.8947906943% to the Class A-4 Certificates, without regard to their PAC
Principal Amounts for such Distribution Date until the Class A Subclass
Principal Balance of each such Subclass has been reduced to zero;
tenth, concurrently, 86.1052147803% to the Class A-6 Certificates and
13.8947852197% to the Class A-4 Certificates, without regard to their PAC
Principal
<PAGE>
Amounts for such Distribution Date until the Class A Subclass Principal Balance
of each such Subclass has been reduced to zero;
eleventh, to the Class A-7 Scheduled Accrual Component, without regard to
its Scheduled Principal Amount for such Distribution Date, until the Component
Principal Balance thereof has been reduced to zero;
twelfth, sequentially, to the Class A-1, Class A-2 and Class A-3
Certificates, in that order, without regard to their respective PAC Principal
Amounts for such Distribution Date, until the Class A Subclass Principal Balance
of each such Subclass has been reduced to zero; and
thirteenth, to the Class A-9 Certificates, without regard to the Class A-9
Priority Amount, until the Class A Subclass Principal Balance thereof has been
reduced to zero.
As used above, the "PAC Principal Amount" for any Distribution Date and any
of the PAC Certificates means the amount, if any, that would reduce the Class A
Subclass Principal Balance of such Subclass to the percentage of its Original
Class A Subclass Principal Balance shown in the tables set forth below with
respect to such Distribution Date.
As used above, the "Scheduled Principal Amount" for any Distribution Date
and the Scheduled Components means the amount, if any, that would reduce the
Component Principal Balance of such Component to the percentage of its Original
Component Principal Balance shown in the tables set forth below with respect to
such Distribution Date.
As used above, the "275% SPA Balance" for any Distribution Date means the
amount equal to the percentage for such Distribution Date shown in the following
table of the Pool Balance (Non-PO Portion) as of the Cut-Off Date.
The following table sets forth for each Distribution Date the 275% SPA
Balance expressed as a percentage of the Pool Balance (Non-PO Portion) as of the
Cut-Off Date.
<PAGE>
275% SPA Balances
as an approximate Percentage of the Pool Balance (Non-PO Portion)
as of the Cut-Off Date
<TABLE>
<CAPTION>
275% SPA 275% SPA 275% SPA
Distribution Date Balance Distribution Date Balance Distribution Date Balance
<S> <C> <C> <C> <C> <C>
September 1997...... 99.82608416% September 2002...... 46.67524286% September 2007...... 17.47955970%
October 1997........ 99.60563566 October 2002........ 45.93084925 October 2007........ 17.18946340
November 1997....... 99.33870012 November 2002....... 45.19795496 November 2007....... 16.90393552
December 1997....... 99.02538792 December 2002....... 44.47638518 December 2007....... 16.62290593
January 1998........ 98.66587452 January 2003........ 43.76596779 January 2008........ 16.34630556
February 1998....... 98.26040066 February 2003....... 43.06653323 February 2008....... 16.07406639
March 1998.......... 97.80927239 March 2003.......... 42.37791452 March 2008.......... 15.80612145
April 1998.......... 97.31286102 April 2003.......... 41.69994717 April 2008.......... 15.54240475
May 1998............ 96.77160284 May 2003............ 41.03246920 May 2008............ 15.28285133
June 1998........... 96.18599872 June 2003........... 40.37532103 June 2008........... 15.02739720
July 1998........... 95.55661354 July 2003........... 39.72834553 July 2008........... 14.77597934
August 1998......... 94.88407550 August 2003......... 39.09138792 August 2008......... 14.52853570
September 1998...... 94.16907523 September 2003...... 38.46429574 September 2008...... 14.28500514
October 1998........ 93.41236479 October 2003........ 37.84691885 October 2008........ 14.04532748
November 1998....... 92.61475652 November 2003....... 37.23910936 November 2008....... 13.80944343
December 1998....... 91.77712166 December 2003....... 36.64072162 December 2008....... 13.57729462
January 1999........ 90.90038893 January 2004........ 36.05161218 January 2009........ 13.34882355
February 1999....... 89.98554292 February 2004....... 35.47163974 February 2009....... 13.12397359
March 1999.......... 89.03362231 March 2004.......... 34.90066514 March 2009.......... 12.90268897
April 1999.......... 88.04571799 April 2004.......... 34.33855132 April 2009.......... 12.68491479
May 1999............ 87.02297104 May 2004............ 33.78516328 May 2009............ 12.47059694
June 1999........... 85.96657058 June 2004........... 33.24036805 June 2009........... 12.25968218
July 1999........... 84.87775149 July 2004........... 32.70403471 July 2009........... 12.05211804
August 1999......... 83.75790247 August 2004......... 32.17603426 August 2009......... 11.84785287
September 1999...... 82.60872412 September 2004...... 31.65623968 September 2009...... 11.64683578
October 1999........ 81.43164792 October 2004........ 31.14452585 October 2009........ 11.44901668
November 1999....... 80.22836675 November 2004....... 30.64076956 November 2009....... 11.25434622
December 1999....... 79.00284214 December 2004....... 30.14484943 December 2009....... 11.06277582
January 2000........ 77.76761463 January 2005........ 29.65664594 January 2010........ 10.87425761
February 2000....... 76.54488829 February 2005....... 29.17604137 February 2010....... 10.68874448
March 2000.......... 75.34091565 March 2005.......... 28.70291975 March 2010.......... 10.50619000
April 2000.......... 74.15541274 April 2005.......... 28.23716690 April 2010.......... 10.32654848
May 2000............ 72.98809988 May 2005............ 27.77867034 May 2010............ 10.14977490
June 2000........... 71.83870156 June 2005........... 27.32731930 June 2010........... 9.97582494
July 2000........... 70.70694645 July 2005........... 26.88300467 July 2010........... 9.80465495
August 2000......... 69.59256729 August 2005......... 26.44561900 August 2010......... 9.63622193
September 2000...... 68.49530083 September 2005...... 26.01505646 September 2010...... 9.47048354
October 2000........ 67.41488779 October 2005........ 25.59121282 October 2010........ 9.30739811
November 2000....... 66.35107279 November 2005....... 25.17398543 November 2010....... 9.14692457
December 2000....... 65.30360429 December 2005....... 24.76327316 December 2010....... 8.98902248
January 2001........ 64.27223453 January 2006........ 24.35897646 January 2011........ 8.83365204
February 2001....... 63.25671949 February 2006....... 23.96099725 February 2011....... 8.68077403
March 2001.......... 62.25681881 March 2006.......... 23.56923893 March 2011.......... 8.53034983
April 2001.......... 61.27229574 April 2006.......... 23.18360638 April 2011.......... 8.38234142
May 2001............ 60.30291713 May 2006............ 22.80400591 May 2011............ 8.23671135
June 2001........... 59.34845329 June 2006........... 22.43034524 June 2011........... 8.09342273
July 2001........... 58.40867801 July 2006........... 22.06253349 July 2011........... 7.95243927
August 2001......... 57.48336851 August 2006......... 21.70048115 August 2011......... 7.81372519
September 2001...... 56.57230530 September 2006...... 21.34410008 September 2011...... 7.67724527
October 2001........ 55.67527226 October 2006........ 20.99330345 October 2011........ 7.54296484
November 2001....... 54.79205649 November 2006....... 20.64800576 November 2011....... 7.41084973
December 2001....... 53.92244830 December 2006....... 20.30812280 December 2011....... 7.28086632
January 2002........ 53.06624115 January 2007........ 19.97357162 January 2012........ 7.15298149
February 2002....... 52.22323163 February 2007....... 19.64427056 February 2012....... 7.02716262
March 2002.......... 51.39321937 March 2007.......... 19.32013915 March 2012.......... 6.90337759
April 2002.......... 50.57600704 April 2007.......... 19.00109818 April 2012.......... 6.78159478
May 2002............ 49.77140026 May 2007............ 18.68706961 May 2012............ 6.66178304
June 2002........... 48.97920760 June 2007........... 18.37797659 June 2012........... 6.54391169
July 2002........... 48.19924049 July 2007........... 18.07374344 July 2012........... 6.42795054
August 2002......... 47.43131321 August 2007......... 17.77429561 August 2012......... 6.31386984
</TABLE>
<PAGE>
275% SPA Balances
as an approximate Percentage of the Pool Balance (Non-PO Portion)
as of the Cut-Off Date
<TABLE>
<CAPTION>
275% SPA 275% SPA 275% SPA
Distribution Date Balance Distribution Date Balance Distribution Date Balance
<S> <C> <C> <C> <C> <C>
September 2012...... 6.20164031% October 2017........ 1.93266592% November 2022....... 0.44435098%
October 2012........ 6.09123311 November 2017....... 1.89309345 December 2022....... 0.43122573
November 2012....... 5.98261982 December 2017....... 1.85419950 January 2023........ 0.41834961
December 2012....... 5.87577250 January 2018........ 1.81597322 February 2023....... 0.40571847
January 2013........ 5.77066359 February 2018....... 1.77840394 March 2023.......... 0.39332821
February 2013....... 5.66726598 March 2018.......... 1.74148113 April 2023.......... 0.38117481
March 2013.......... 5.56555296 April 2018.......... 1.70519446 May 2023............ 0.36925431
April 2013.......... 5.46549823 May 2018............ 1.66953372 June 2023........... 0.35756281
May 2013............ 5.36707591 June 2018........... 1.63448890 July 2023........... 0.34609648
June 2013........... 5.27026049 July 2018........... 1.60005010 August 2023......... 0.33485154
July 2013........... 5.17502686 August 2018......... 1.56620761 September 2023...... 0.32382427
August 2013......... 5.08135029 September 2018...... 1.53295185 October 2023........ 0.31301102
September 2013...... 4.98920644 October 2018........ 1.50027340 November 2023....... 0.30240818
October 2013........ 4.89857134 November 2018....... 1.46816298 December 2023....... 0.29201222
November 2013....... 4.80942137 December 2018....... 1.43661145 January 2024........ 0.28181964
December 2013....... 4.72173328 January 2019........ 1.40560982 February 2024....... 0.27182703
January 2014........ 4.63548420 February 2019....... 1.37514924 March 2024.......... 0.26203307
February 2014....... 4.55065157 March 2019.......... 1.34522099 April 2024.......... 0.25243232
March 2014.......... 4.46721319 April 2019.......... 1.31581649 May 2024............ 0.24302151
April 2014.......... 4.38514722 May 2019............ 1.28692729 June 2024........... 0.23379743
May 2014............ 4.30443213 June 2019........... 1.25854507 July 2024........... 0.22475691
June 2014........... 4.22504673 July 2019........... 1.23066166 August 2024......... 0.21589683
July 2014........... 4.14697016 August 2019......... 1.20326898 September 2024...... 0.20721412
August 2014......... 4.07018186 September 2019...... 1.17635910 October 2024........ 0.19870578
September 2014...... 3.99466160 October 2019........ 1.14992421 November 2024....... 0.19036883
October 2014........ 3.92038946 November 2019....... 1.12395662 December 2024....... 0.18220034
November 2014....... 3.84734582 December 2019....... 1.09844877 January 2025........ 0.17419745
December 2014....... 3.77551138 January 2020........ 1.07339320 February 2025....... 0.16635732
January 2015........ 3.70486710 February 2020....... 1.04878256 March 2025.......... 0.15867718
February 2015....... 3.63539426 March 2020.......... 1.02460965 April 2025.......... 0.15115427
March 2015.......... 3.56707442 April 2020.......... 1.00086735 May 2025............ 0.14378591
April 2015.......... 3.49988942 May 2020............ 0.97754866 June 2025........... 0.13656943
May 2015............ 3.43382138 June 2020........... 0.95464670 July 2025........... 0.12950224
June 2015........... 3.36885271 July 2020........... 0.93215468 August 2025......... 0.12258176
July 2015........... 3.30496605 August 2020......... 0.91006592 September 2025...... 0.11580546
August 2015......... 3.24214436 September 2020...... 0.88837386 October 2025........ 0.10917086
September 2015...... 3.18037081 October 2020........ 0.86707201 November 2025....... 0.10267551
October 2015........ 3.11962887 November 2020....... 0.84615403 December 2025....... 0.09631700
November 2015....... 3.05990224 December 2020....... 0.82561363 January 2026........ 0.09009296
December 2015....... 3.00117488 January 2021........ 0.80544464 February 2026....... 0.08400107
January 2016........ 2.94343098 February 2021....... 0.78564100 March 2026.......... 0.07803902
February 2016....... 2.88665502 March 2021.......... 0.76619672 April 2026.......... 0.07220456
March 2016.......... 2.83083165 April 2021.......... 0.74710591 May 2026............ 0.06649937
April 2016.......... 2.77594581 May 2021............ 0.72836279 June 2026........... 0.06091727
May 2016............ 2.72198266 June 2021........... 0.70996164 July 2026........... 0.05546015
June 2016........... 2.66892756 July 2021........... 0.69189686 August 2026......... 0.05012177
July 2016........... 2.61676614 August 2021......... 0.67416292 September 2026...... 0.04490005
August 2016......... 2.56548422 September 2021...... 0.65675438 October 2026........ 0.03979295
September 2016...... 2.51506786 October 2021........ 0.63966588 November 2026....... 0.03479845
October 2016........ 2.46550329 November 2021....... 0.62289216 December 2026....... 0.02991459
November 2016....... 2.41677702 December 2021....... 0.60642804 January 2027........ 0.02513940
December 2016....... 2.36887571 January 2022........ 0.59026839 February 2027....... 0.02048149
January 2017........ 2.32178626 February 2022....... 0.57440820 March 2027.......... 0.01596535
February 2017....... 2.27549576 March 2022.......... 0.55884252 April 2027.......... 0.01156015
March 2017.......... 2.22999149 April 2022.......... 0.54356648 May 2027............ 0.00728325
April 2017.......... 2.18526094 May 2022............ 0.52857530 June 2027........... 0.00335873
May 2017............ 2.14129180 June 2022........... 0.51386424 July 2027........... 0.00061618
June 2017........... 2.09807192 July 2022........... 0.49942867 August 2027......... 0.00000000
July 2017........... 2.05559153 August 2022......... 0.48526403
August 2017......... 2.01389065 September 2022...... 0.47136580
September 2017...... 1.97292792 October 2022........ 0.45772957
</TABLE>
<PAGE>
The following tables set forth for each Distribution Date the planned Class
A Subclass Principal Balances for the PAC Certificates and the scheduled
Component Principal Balance for the Class A-7 Scheduled Accrual Component,
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
as Percentages of Initial Class A Subclass Principal Balance
Class A-1 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
Up to and Including April 2000.......... 64.68874502% February 2001....... 23.81334543%
July 1999........... 100.00000000% May 2000............ 60.50849965 March 2001.......... 19.83719639
August 1999......... 97.71374480 June 2000........... 56.34913743 April 2001.......... 15.88088829
September 1999...... 93.84671976 July 2000........... 52.21055169 May 2001............ 11.94431992
October 1999........ 89.86942994 August 2000......... 48.09263627 June 2001........... 8.02739058
November 1999....... 85.78457837 September 2000...... 43.99528554 July 2001........... 4.13000012
December 1999....... 81.60162706 October 2000........ 39.91839449 August 2001......... 0.25204891
January 2000........ 77.35585587 November 2000....... 35.86185861 September 2001
February 2000....... 73.11231501 December 2000....... 31.82557397 and thereafter...... 0.00000000
March 2000.......... 68.88998087 January 2001........ 27.80943720
</TABLE>
Class A-2 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
Up to and including October 2002........ 58.05396143% January 2004........ 18.68364874%
August 2001......... 100.00000000% November 2002....... 55.29181433 February 2004....... 16.41964273
September 2001...... 97.07157772 December 2002....... 52.54400331 March 2004.......... 14.22991840
October 2001........ 93.95412274 January 2003........ 49.81045488 April 2004.......... 12.11236398
November 2001....... 90.85221172 February 2003....... 47.09109580 May 2004............ 10.06492477
December 2001....... 87.76576543 March 2003.......... 44.38585335 June 2004........... 8.08560166
January 2002........ 84.69470512 April 2003.......... 41.69465521 July 2004........... 6.17244958
February 2002....... 81.63895245 May 2003............ 39.01742933 August 2004......... 4.32357621
March 2002.......... 78.59842942 June 2003........... 36.35410411 September 2004...... 2.92094915
April 2002.......... 75.57305856 July 2003........... 33.70460837 October 2004........ 1.56852681
May 2002............ 72.56276269 August 2003......... 31.06887127 November 2004....... 0.26477620
June 2002........... 69.56746511 September 2003...... 28.49940536 December 2004
July 2002........... 66.58708953 October 2003........ 25.94336358 and thereafter...... 0.00000000
August 2002......... 63.62156002 November 2003....... 23.44324758
September 2002...... 60.83051854 December 2003....... 21.02410681
</TABLE>
Class A-3 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
Up to and including June 2005........... 49.17546347% February 2006....... 15.61220844%
November 2004....... 100.00000000% July 2005........... 42.74062824 March 2006.......... 12.59060469
December 2004....... 93.38363354 August 2005......... 36.55061077 April 2006.......... 9.69096440
January 2005........ 85.30601787 September 2005...... 32.70315776 May 2006............ 6.90917073
February 2005....... 77.52412864 October 2005........ 29.00526098 June 2006........... 4.24123412
March 2005.......... 70.02885429 November 2005....... 25.45195646 July 2006........... 1.68328825
April 2005.......... 62.81134344 December 2005....... 22.03843211 August 2006
May 2005............ 55.86299735 January 2006........ 18.76002329 and thereafter...... 0.00000000
</TABLE>
<PAGE>
Planned Class A Subclass Principal Balances
as Percentage of Initial Class A Subclass Principal Balance
Class A-4 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
September 1997...... 98.96198371% January 1999........ 64.30659353% May 2000............ 23.69038309%
October 1997........ 97.78809902 February 1999....... 61.06674750 June 2000........... 21.86947002
November 1997....... 96.47879217 March 1999.......... 57.71014398 July 2000........... 20.06939498
December 1997....... 95.03435102 April 1999.......... 54.23889418 August 2000......... 18.28988979
January 1998........ 93.45518245 May 1999............ 50.65520923 September 2000...... 16.53068965
February 1998....... 91.74181315 June 1999........... 46.96139728 October 2000........ 14.79153197
March 1998.......... 89.89488899 July 1999........... 43.15986101 November 2000....... 13.07215707
April 1998.......... 87.91517516 August 1999......... 40.55257034 December 2000....... 11.37230755
May 1998............ 85.80355546 September 1999...... 38.74233743 January 2001........ 9.69172892
June 1998........... 83.56103187 October 1999........ 36.89646073 February 2001....... 8.03016876
July 1998........... 81.18872392 November 1999....... 35.01705685 March 2001.......... 6.38737740
August 1998......... 78.68786721 December 1999....... 33.10903677 April 2001.......... 4.76310761
September 1998...... 76.05981285 January 2000........ 31.18785941 May 2001............ 3.15711461
October 1998........ 73.30602578 February 2000....... 29.28086551 June 2001........... 1.56915598
November 1998....... 70.42808323 March 2000.......... 27.39580665 July 2001
December 1998....... 67.42767346 April 2000.......... 25.53240438 and thereafter...... 0.00000000
</TABLE>
Class A-5 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
September 1997...... 98.65790916% September 1998...... 69.04682086% September 1999...... 20.79763646%
October 1997........ 97.14014896 October 1998........ 65.48634465 October 1999........ 18.41103220
November 1997....... 95.44729643 November 1998....... 61.76534324 November 1999....... 15.98107941
December 1997....... 93.57972345 December 1998....... 57.88599927 December 1999....... 13.51412763
January 1998........ 91.53795635 January 1999........ 53.85063625 January 2000........ 11.03016435
February 1998....... 89.32267592 February 1999....... 49.66171595 February 2000....... 8.56453925
March 1998.......... 86.93471737 March 1999.......... 45.32183552 March 2000.......... 6.12727491
April 1998.......... 84.37506995 April 1999.......... 40.83372459 April 2000.......... 3.71801126
May 1998............ 81.64487646 May 1999............ 36.20024181 May 2000............ 1.33639179
June 1998........... 78.74543244 June 1999........... 31.42437172 June 2000
July 1998........... 75.67818516 July 1999........... 26.50922083 and thereafter...... 0.00000000
August 1998......... 72.44473238 August 1999......... 23.13815555
</TABLE>
Class A-6 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
Up to and including October 2000........ 65.28525013% April 2001.......... 21.02288494%
May 2000............ 100.00000000% November 2000....... 57.69646067 May 2001............ 13.93452825
June 2000........... 96.52508101 December 2000....... 50.19385063 June 2001........... 6.92576954
July 2000........... 88.58010605 January 2001........ 42.77629557 July 2001
August 2000......... 80.72592042 February 2001....... 35.44268267 and thereafter...... 0.00000000
September 2000...... 72.96135447 March 2001.......... 28.19190955
</TABLE>
<PAGE>
Scheduled Component Principal Balances
as Percentages of Initial Component Principal Balance
Class A-7 Scheduled Accrual Component
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Component Component Component
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
September 1997...... 100.00549621% April 2000.......... 59.32651715% November 2002....... 16.30071786%
October 1997........ 99.90798328 May 2000............ 57.64041465 December 2002....... 15.36580182
November 1997....... 99.70747330 June 2000........... 56.02512846 January 2003........ 14.47269479
December 1997....... 99.40425308 July 2000........... 54.47899089 February 2003....... 13.62040461
January 1998........ 98.99888663 August 2000......... 53.00036970 March 2003.......... 12.80795912
February 1998....... 98.49221691 September 2000...... 51.58766740 April 2003.......... 12.03440596
March 1998.......... 97.88536658 October 2000........ 50.23932049 May 2003............ 11.29881215
April 1998.......... 97.17973784 November 2000....... 48.95379882 June 2003........... 10.60026368
May 1998............ 96.37701132 December 2000....... 47.72960487 July 2003........... 9.93786510
June 1998........... 95.47914390 January 2001........ 46.56527318 August 2003......... 9.31073922
July 1998........... 94.48836574 February 2001....... 45.45936954 September 2003...... 8.78189915
August 1998......... 93.40717612 March 2001.......... 44.41049053 October 2003........ 8.28539419
September 1998...... 92.23833838 April 2001.......... 43.41726275 November 2003....... 7.79721686
October 1998........ 90.98487401 May 2001............ 42.47834230 December 2003....... 7.30288602
November 1998....... 89.65005551 June 2001........... 41.59241415 January 2004........ 6.80283530
December 1998....... 88.23739852 July 2001........... 40.75740642 February 2004....... 6.29748091
January 1999........ 86.75065292 August 2001......... 38.76478201 March 2004.......... 5.78722206
February 1999....... 85.19379300 September 2001...... 36.83485842 April 2004.......... 5.27244169
March 1999.......... 83.57100684 October 2001........ 34.96624890 May 2004............ 4.75350686
April 1999.......... 81.88668464 November 2001....... 33.15759454 June 2004........... 4.23076939
May 1999............ 80.14540653 December 2001....... 31.40756375 July 2004........... 3.70456631
June 1999........... 78.35192931 January 2002........ 29.71485159 August 2004......... 3.17522031
July 1999........... 76.51117260 February 2002....... 28.07817940 September 2004...... 2.60170785
August 1999......... 74.62844158 March 2002.......... 26.49629420 October 2004........ 2.02787449
September 1999...... 72.70974454 April 2002.......... 24.96796817 November 2004....... 1.45394061
October 1999........ 70.76051486 May 2002............ 23.49199822 December 2004....... 0.88011539
November 1999....... 68.78676019 June 2002........... 22.06720544 January 2005........ 0.30659732
December 1999....... 66.79929924 July 2002........... 20.69243462 February 2005
January 2000........ 64.82694664 August 2002......... 19.36655384 and thereafter...... 0.00000000
February 2000....... 62.91802351 September 2002...... 18.30004939
March 2000.......... 61.08513983 October 2002........ 17.27845579
</TABLE>
<PAGE>
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Non-PO Principal Distribution
Amount shall be distributed among the Subclasses of Class A Certificates (other
than the Class A-PO Certificates) pro rata in accordance with their outstanding
Class A Subclass Principal Balances without regard to either the proportions or
the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Subclasses of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class M Fractional Interest is less than the
Original Class M Fractional Interest and the Class M Principal Balance is
greater than zero, the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4 and Class B-5
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4 and Class B-5 Certificates shall not be
eligible to receive distributions of principal; or
(E) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 Certificates shall not be eligible to
receive distributions of principal.
(ii)Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Class M Certificates and/or the
Subclasses of Class B Certificates entitled to receive distributions of
principal would reduce the Class M Principal Balance and/or the Class B Subclass
Principal Balances of the 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
<PAGE>
zero. The Class B Subclass Prepayment Percentages and the Class B Subclass
Percentages of the remaining Class B Subclasses will be recomputed substituting
for the Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment Percentage
or Subordinated Percentage, as the case may be, and (B) the percentages
determined in accordance with the preceding sentence necessary to bring the
Class M Principal Balance and/or the Class B Subclass Principal Balances of the
affected Class B Subclasses to zero; provided, however, that if the Class B
Subclass Principal Balances of all the Class B Subclasses eligible to receive
distributions of principal shall be reduced to zero on such Distribution Date,
the Class B Subclass Prepayment Percentage and the Class B Subclass Percentage
of the Class B Subclass with the lowest numerical Subclass designation which
would otherwise be ineligible to receive distributions of principal in
accordance with this Section shall equal the remainder of the Subordinated
Prepayment Percentage for such Distribution Date minus the sum of the Class M
Prepayment Percentage and the Class B Subclass Prepayment Percentages of the
Class B Subclasses having lower numerical Subclass designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class M Percentage and the Class B Subclass Percentages of the Class
B Subclasses having lower numerical Subclass designations, if any, respectively.
Any entitlement of any Class B Subclass to principal payments solely pursuant to
this clause (ii) shall not cause such Subclass to be regarded as being eligible
to receive principal distributions for the purpose of applying the definition of
its Class B Subclass Percentage or Class B Subclass Prepayment Percentage.
(e) The Trustee shall establish and maintain the Upper-Tier Certificate
Account, which shall be a separate trust account and an Eligible Account. On
each Distribution Date other than the Final Distribution Date (if such Final
Distribution Date is in connection with a purchase of the assets of the Trust
Estate by the Seller), the Paying Agent shall, on behalf of the Master Servicer,
from funds available on deposit in the Payment Account, (i) deposit, in
immediately available funds, by wire transfer or otherwise, into the Upper-Tier
Certificate Account the Lower-Tier Distribution Amount and (ii) distribute to
the Class A-LR Certificateholder (other than as provided in Section 9.01
respecting the final distribution to Certificateholders) by check mailed to such
Holder at the address of such Holder appearing in the Certificate Register, the
Class A Subclass Distribution Amount with respect to the Class A-LR Certificate
and all other amounts distributable to the Class A-LR Certificate. The Trustee
may clear and terminate the Upper-Tier Certificate Account pursuant to Section
9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record (other than the Class A-LR Certificateholder) on the
preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class or
Subclass) either in immediately available funds by wire transfer to the account
of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder holds Certificates
<PAGE>
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-7, Class A-10, Class A-11, Class A-WIO,
Class A-R or A-LR Certificates), the Class M Principal Balance of the Class M
Certificates or the Class B Subclass Principal Balance of any Subclass of Class
B Certificates would be reduced to zero or (i) in the case of the Class A-7
Certificates, upon the later of (a) the Class A Subclass Principal Balance being
reduced to zero or (b) the Class A-7 IO A Component Notional Amount, Class A-7
IO B Component Notional Amount and Class A-7 IO C 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-WIO Certificates, the Class A-WIO 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 Trustee. The Trustee will then send a notice to each
Certificateholder of such Class or Subclass with a copy to the Certificate
Registrar, specifying that the final distribution with respect to such Class or
Subclass will be made on such Distribution Date only upon the presentation and
surrender of such Certificateholder's Certificates at the office or agency of
the Trustee therein specified; provided, however, that the failure to give such
notice will not entitle a Certificateholder to any interest beyond the interest
payable with respect to such Distribution Date in accordance with Section
4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
persons other than U.S. Persons ("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 "U.S. Person" is 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
<PAGE>
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 U.S. Persons have the authority to control all
substantial decisions of such trust or (ii) for all other taxable years, such
trust is subject to United States federal income tax regardless of the source of
its income.
Section 4.02. Allocation of Realized Losses.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-5 Certificates until the Class B-5 Principal Balance
has been reduced to zero;
second, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
third, to the Class B-3 Certificates until the Class B-3 Principal Balance
has been reduced to zero;
fourth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
fifth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero;
sixth, to the Class M Certificates until the Class M Principal Balance has
been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and Class A-PO Certificates, pro rata, based on the Non-PO
Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction
of the applicable Class's or Subclass's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates), Class M Certificates and Class B
Certificates based on the Class A Non-PO Principal Balance, Class M Principal
Balance and the Class B Principal Balance,
<PAGE>
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Subclasses
of Class A Certificates (other than the Class A-7 Certificates) and the Class
A-7 Scheduled Accrual Component in accordance with the Class A Subclass Loss
Percentage and Component Loss Percentages as of such Determination Date. Any
such loss allocated to the Class B Certificates shall be allocated pro rata
among the outstanding Subclasses of Class B Certificates based on their Class B
Subclass Principal Balances.
(c) Any Realized Losses allocated to a Subclass of Class A Certificates or
Class B Certificates or to the Class M Certificates pursuant to Section 4.02(a)
or Section 4.02(b) shall be allocated among the Certificates of such Subclass or
Class based on their Percentage Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Subclasses of Class A Certificates, the Class M Certificates or any
Subclasses of Class B Certificates, each outstanding Class or Subclass to which
such Realized Loss had previously been allocated shall be entitled to its share
(with respect to the Class A-PO Certificates, based on the PO Fraction of such
Mortgage Loan and, with respect to the Class A Certificates (other than the
Class A-PO Certificates), Class M Certificates and Class B Certificates, based
on their pro rata share of the Non-PO Fraction of such Mortgage Loan) of such
Recovery up to the amount of such Realized Loss previously allocated to such
Class or Subclass on the Distribution Date in the month following the month in
which such recovery is received. When the Principal Balance of a Class or
Subclass of Certificates has been reduced to zero, such Class or Subclass shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such recovery allocated to each outstanding
Class or Subclass in accordance with the preceding provisions, each outstanding
Class or Subclass shall be entitled to its pro rata share (determined as
described above) of such excess up to the amount of any unrecovered Realized
Loss previously allocated to such Class or Subclass. Notwithstanding the
foregoing provisions, but subject to the following proviso, if such Recovery
occurs within two years of the realization of such loss and (i) is the result of
an event that would have given rise to the repurchase of the related Mortgage
Loan by the Seller pursuant to Section 2.02 or 2.03, or (ii) represents in whole
or part funds which the applicable Servicer had received in respect of a
Liquidated Loan but failed to remit to the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan such Recovery may, at the sole discretion of the Master
Servicer, be treated as a repurchase or an Unscheduled Principal Receipt with
respect to such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it had
never occurred and the Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the principal balances of the
Certificates as the Master Servicer in its good faith judgment and sole
discretion deems necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect
<PAGE>
of each Class and Subclass of Certificates whose principal balances were
previously reduced as a result of such Realized Loss being less than such Class
or Subclass would have received if such Recovery had been deposited in the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated among the Class A
Certificates, Class M Certificates and Class B Certificates, pro rata based on
the Class A Interest Accrual Amount, the Class M Interest Accrual Amount and the
Class B Interest Accrual Amount for the related Distribution Date, without
regard to any reduction pursuant to this sentence. Any such loss allocated to
the Class A Certificates shall be allocated among the outstanding Subclasses of
Class A Certificates (other than the Class A-7 Certificates) and the Class A-7
Components based on their Class A Subclass Interest Percentages and Component
Interest Percentages, as the case may be. Any such loss allocated to the Class B
Certificates will be allocated among the outstanding Subclasses of Class B
Certificates based on their Class B Subclass Interest Percentages. In addition,
after the Class M Principal Balance and the Class B Principal Balance have been
reduced to zero, the interest portion of Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be
allocated among the outstanding Subclasses of Class A Certificates (other than
the Class A-7 Certificates) and the Class A-7 Components based on their Class A
Subclass Interest Percentages and Component Interest Percentages, as the case
may be.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
(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 Trustee as initial Paying Agent
to make distributions to Certificateholders and to forward to Certificateholders
the periodic statements and the annual statements required by Section 4.04 as
agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
<PAGE>
The Master Servicer shall cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders
or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer in
remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all amounts
held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the Certificate Account or,
to the extent required hereunder, from its own funds (i) at or before 10:00
a.m., New York time, on the Business Day preceding each Distribution Date, by
wire transfer of immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m.,
New York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, (a) an amount equal to the Pool
Distribution Amount, (b) Net Foreclosure Profits, if any, with respect to such
Distribution Date and (c) the amount of any recovery in respect of a Realized
Loss. The Master Servicer may cause the Paying Agent to invest the funds in the
Payment Account. Any such investment shall be in Eligible Investments, which
shall mature not later than the Business Day preceding the related Distribution
Date (unless the Eligible Investments are obligations of the Trustee, in which
case such Eligible Investments shall mature not later than the Distribution
Date), and shall not be sold or disposed of prior to maturity. All income and
gain realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Payment Account by the Master Servicer out of its own funds
immediately as realized. The Paying Agent may withdraw from the Payment Account
any amount deposited in the Payment Account that was not required to be
deposited therein and may clear and terminate the Payment Account pursuant to
Section 9.01.
Section 4.04. Statements to Certificateholders;
Report to the Trustee and the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
<PAGE>
(i) the amount of such distribution to Holders of each Class A
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Subclass
of Class A Certificates allocable to interest, (b) the amount of the
Current Class A Interest Distribution Amount allocated to each Class A
Subclass, (c) any Class A Subclass Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Subclass Unpaid
Interest Shortfall with respect to each Subclass after giving effect to
such distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class A Subclass for such Distribution Date and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to each Subclass for such Distribution
Date;
(iii) the amount of such distribution to Holders of the Class M
Certificates allocable to principal, identifying the aggregate amount of
any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of the Class M
Certificates allocable to interest, (b) the amount of the Current Class M
Interest Distribution Amount, (c) any Class M Interest Shortfall Amount
arising with respect to such Distribution Date and any remaining Class M
Unpaid Interest Shortfall after giving effect to such distribution, (d) the
amount of any Non-Supported Interest Shortfall allocated to the Class M
Certificates for such Distribution Date and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class M Certificates for such Distribution Date;
(v) the amount of such distribution to Holders of each Class B
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(vi) (a) the amount of such distribution to Holders of each Class B
Subclass allocable to interest, (b) the amount of the Current Class B
Interest Distribution Amount allocated to each Class B Subclass and the
Pass-Through Rate applicable to such Distribution Date, (c) any Class B
Subclass Interest Shortfall Amounts arising with respect to such
Distribution Date and any remaining Class B Subclass Unpaid Interest
Shortfall with respect to each Class B Subclass after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class B Subclass for such Distribution Date, and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to each Class B Subclass for such
Distribution Date;
(vii) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
<PAGE>
(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);
<PAGE>
(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-7 Certificates, the Class A-7 IO A
Component Notional Amount, Class A-7 IO B Component Notional Amount and
Class A-7 IO C Component Notional Amount;
<PAGE>
(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-WIO Certificate, the Class A-WIO
Notional Amount;
(xxxii) the Class A-PO Deferred Amount, if any; and
(xxxiii) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Subclass of Class A
Certificates pursuant to clauses (i) and (ii) above, with the Class M
Certificates pursuant to clauses (iii) and (iv) above and with respect to a
Class B Subclass pursuant to clauses (v) and (vi) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than the Class A-R, Class A-LR and Class A-WIO Certificates) with a $1,000
Denomination, as a dollar amount per Class A-R and Class A-LR Certificate with a
$100 Denomination and as a dollar amount per Class A-WIO Certificate with a 1%
Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder, the information set forth in clauses (iii)
and (iv)(a) above in the case of a Class M Certificateholder and the information
contained in clauses (v) and (vi)(a) above in the case of a Class B
Certificateholder aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code 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 Trustee,
any Paying Agent and the Seller (the information in such statement to be made
available to Certificateholders by the Master Servicer on written request)
setting forth the Class A Subclass Distribution Amount with respect to each
Class A Subclass, the Class M Distribution Amount and the Class B Subclass
Distribution Amount with respect to each Class B Subclass. The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
and the
<PAGE>
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-7, Class B-3, Class B-4 or Class B-5
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
Section 4.06 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.
<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-WIO
Certificates, 1% Percentage Interest in excess thereof (except, if necessary,
for one Certificate of each Class or Subclass (other than the Class A-WIO, 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-PO,
A-WIO, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, C, and D (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the Trustee to or upon the order of the Seller upon receipt by the
Trustee or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion (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 Trustee by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind
the Trustee notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless manually countersigned by a Responsible Officer of the Trustee,
or unless there appears on such Certificate a certificate of authentication
executed by the Authenticating Agent by manual signature, and such
countersignature or certificate upon a Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Trustee or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment
<PAGE>
is made to [the Clearing Agency], any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful since the registered owner
hereof, [the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
<PAGE>
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trustee at the Corporate Trust Office.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be maintained in accordance with the provisions of Section 5.06 a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall act as, or
shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class or Subclass.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class or Subclass upon surrender
of the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trustee or the Authenticating Agent in accordance
with their standard procedures.
(b) No transfer of a Class A-7, 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
<PAGE>
reliance upon an exemption from said Act or laws, (i) unless such transfer is
made in reliance on Rule 144A, the Trustee or the Seller may, if such transfer
is to be made within three years after the later of (i) the date of the initial
sale of Certificates or (ii) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, require a
Class A-7, Class B-3, Class B-4 or Class B-5 Certificateholder to deliver a
written Opinion of Counsel acceptable to and in form and substance satisfactory
to the Trustee and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the Seller or
the Master Servicer, and (ii) the Trustee shall require the transferee to
execute an investment letter in the form of Exhibit J hereto certifying to the
Seller and the Trustee the facts surrounding such transfer, which investment
letter shall not be an expense of the Trustee, the Seller or the Master
Servicer. The Holder of a Class A-7, Class B-3, Class B-4 or Class B-5
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trustee is under an obligation to
register the Class A-7, Class B-3, Class B-4 or Class B-5 Certificates under
said Act or any other securities law.
(c) No transfer of a Class A-PO (other than to an affiliate of the Seller
on the Closing Date), Class M or Class B Certificate shall be made unless the
Trustee and the Seller shall have received (i) a representation letter from the
transferee in the form of Exhibit J hereto, in the case of a Class A-PO, 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 Trustee, the Seller or the Master Servicer
or (b) with respect to the Class M, Class B-1 and Class B-2 Certificates only,
if such transferee is an insurance company, the source of funds used to purchase
the Class M or Class B Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan
with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition or (ii) in the case of any such Class A-PO, Class M or Class B
Certificate presented for registration in the name of a Plan, or a trustee of
any such Plan, (A) an Opinion of Counsel satisfactory to the Trustee and the
Seller to the effect that the purchase or holding of such Class A-PO, Class M or
Class B Certificate will not result in the assets of the Trust Estate being
deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer and (B) such other
opinions of counsel, officer's certificates and agreements as the Seller or the
Master Servicer may require in connection with such transfer, which opinions of
counsel, officers' certificates and agreements shall not be an expense of the
Trustee, the Seller or the Master Servicer. The Class A-PO, 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 Trustee with an effective Internal
Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class A-R or Class A-LR
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R or
Class A-LR Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R or Class A-LR Certificate in connection with any such
transfer to a disqualified organization or agent thereof (including a broker,
nominee or middleman), an ERISA Prohibited Holder or a Non-permitted Foreign
Holder, and neither the Certificate Registrar nor the Trustee shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class A-R or Class A-LR Certificate, unless the transferor shall have
provided to the Trustee an affidavit, substantially in the form attached as
Exhibit H hereto, signed by the transferee, to the effect that the transferee is
not such a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R or Class A-LR
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as Exhibit H hereto.
<PAGE>
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-7 Certificate shall be made unless the Trustee
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 Trustee, the
Seller or the Master Servicer.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in
<PAGE>
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class or Subclass. Upon the issuance of any new
Certificate under this Section, the Trustee or the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expense (including
the fees and expenses of the Trustee or the Authenticating Agent) in connection
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust Estate,
as if originally issued, whether or not the lost, stolen, or destroyed
Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
(a) If the Trustee is not acting as Certificate Registrar, the Certificate
Registrar shall furnish or cause to be furnished to the Trustee, within 15 days
after receipt by the Certificate Registrar of a request by the Trustee in
writing, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Certificateholders of each Class or Subclass as of
the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar and the Trustee
that neither the Seller, the Master Servicer, the Certificate Registrar nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names, addresses and Percentage
<PAGE>
Interests of the Certificateholders hereunder, regardless of the source from
which such information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trustee in writing that the
Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Subclass of Book-Entry Certificates advise
the Trustee through the Clearing Agency and Clearing Agency Participants in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of the Beneficial Owners, the Trustee shall
notify the Beneficial Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of
the partners, directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross
<PAGE>
negligence in the performance of his or its duties hereunder or by reason of
reckless disregard of his or its obligations and duties hereunder. The Seller,
the Master Servicer and any of the directors, officers, employees or agents of
either may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; provided, however, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A, Class M and Class B Certificates in the same
manner as Realized Losses are allocated pursuant to Section 4.02(a).
Section 6.04. Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
<PAGE>
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is
satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
Section 6.07. Indemnification of Trustee and Seller by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee and the
Seller and any director, officer or agent thereof against any loss, liability or
expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties of the Master Servicer under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement.
Any payment pursuant to this Section made by the Master Servicer to the Trustee
or the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 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
<PAGE>
insolvency, bankruptcy or reorganization statute, make an assignment for
the benefit of its creditors or voluntarily suspend payment of its
obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it becomes
ineligible to service for both FNMA and FHMLC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and
<PAGE>
to protect the interests, and enforce the rights and remedies, of the
Certificateholders (including the institution and prosecution of all judicial,
administrative and other proceedings and the filing of proofs of claim and debt
in connection therewith). Except as otherwise expressly provided in this
Agreement, no remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default.
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04. Action upon Certain Failures of the
Master Servicer and upon Event of Default.
In the event that the Trustee shall have knowledge of any failure of the
Master Servicer specified in Section 7.01(i) or (ii) which would become an Event
of Default upon the Master Servicer's failure to remedy the same after notice,
the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee or the Trustee shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
Section 7.05. Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee receives the resignation of the Master Servicer evidenced by
an Opinion of
<PAGE>
Counsel pursuant to Section 6.04, the Trustee shall be the successor in all
respects to the Master Servicer in its capacity as master servicer under this
Agreement and the transactions set forth or provided for herein and shall have
the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trustee is succeeding to the Master Servicer as the Master Servicer, as
compensation therefor, the Trustee shall be entitled to receive monthly such
portion of the Master Servicing Fee, together with such other servicing
compensation as is agreed to at such time by the Trustee and the Master
Servicer, but in no event more than 25% thereof until the date of final
cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
<PAGE>
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register. The Trustee shall also, within 45 days
after the occurrence of any Event of Default known to the Trustee, give written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register, unless such Event of Default shall have been cured or
waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer,
any Paying Agent that is not the Trustee or the Servicers pursuant to Articles
III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee, and conforming
to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee under this Agreement; and
<PAGE>
(iii) The Trustee 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 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 to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel, and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement; and
(iv) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
Section 8.03. Trustee not Required to Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to
<PAGE>
so proceeding. The reasonable expense of every such investigation shall be paid
by the Master Servicer or, if paid by the Trustee, shall be repaid by the Master
Servicer upon demand.
Section 8.04. Trustee not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
Section 8.05. Trustee May Own Certificates.
The Trustee and any agent thereof, in its individual or any other capacity,
may become the owner or pledgee of Certificates with the same rights it would
have if it were not Trustee or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to receive, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a
<PAGE>
credit rating or be otherwise acceptable to the Rating Agencies such that
neither of the Rating Agencies would reduce their respective then current
ratings of the Certificates (or have provided such security from time to time as
is sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, such entity shall
resign immediately in the manner and with the effect specified in Section 8.08.
Section 8.08. Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice of resignation to the Master Servicer, such
resignation to be effective upon the appointment of a successor trustee. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.07 and shall fail to resign after written request
for its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
<PAGE>
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such
successor, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
<PAGE>
Section 8.11. Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Wherever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's countersignature, such reference shall be deemed to
include authentication on behalf of the Trustee by the Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice thereof to the Authenticating Agent, the Seller
and the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.11, the Trustee
promptly shall appoint a successor Authenticating Agent, which shall be
acceptable to the Master Servicer, and shall give written notice of such
appointment to the Seller, and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business,
<PAGE>
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
<PAGE>
every provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee. Every such instrument
shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trustee may at any time on or after the Closing Date, with the consent
of the Master Servicer and the Seller, appoint one or more Custodians to hold
all or a portion of the Owner Mortgage Loan Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to this Article VIII, the Trustee
agrees to comply with the terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Owner Mortgage Loan File. Each Custodial
Agreement may be amended only as provided in Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee and the Master Servicer covenants and agrees that
it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as two
separate REMICs; or (ii) cause the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer,
or, in the case of any tax return or other action required by law to be
performed directly by the Trustee, the Trustee, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax
<PAGE>
returns for each of the Upper-Tier REMIC and the Lower-Tier REMIC using a
calendar year as the taxable year and the accrual method of accounting; (ii) in
the first such federal tax returns, make, or cause to be made, elections
satisfying the requirements of the REMIC Provisions, on behalf of the Trust
Estate, to treat each of the Upper-Tier REMIC and the Lower-Tier REMIC as a
REMIC; (iii) prepare, execute and forward, or cause to be prepared, executed and
forwarded, to the Certificateholders all information reports or tax returns
required with respect to the Trust Estate, as and when required to be provided
to the Certificateholders, and to the Internal Revenue Service and any other
relevant governmental taxing authority in accordance with the REMIC Provisions
and any other applicable federal, state or local laws, including without
limitation information reports relating to "original issue discount" and "market
discount" as defined in the Code based upon the issue prices, prepayment
assumption and cash flows provided by the Seller to the Trustee and calculated
on a monthly basis by using the issue prices of the Certificates; (iv) make
available information necessary for the application of any tax imposed on
transferors of residual interests to "disqualified organizations" (as defined in
the REMIC Provisions); (v) file Forms SS-4 and 8811 and respond to inquiries by
Certificateholders or their nominees concerning information returns, reports or
tax returns; (vi) maintain (or cause to be maintained by the Servicers) such
records relating to the Upper-Tier REMIC and the Lower-Tier REMIC, including but
not limited to the income, expenses, individual Mortgage Loans (including REO
Mortgage Loans, other assets and liabilities of each REMIC, and the fair market
value and adjusted basis of the property of each REMIC determined at such
intervals as may be required by the Code, as may be necessary to prepare the
foregoing returns or information reports; (vii) exercise reasonable care not to
allow the creation of any "interests" in either the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Code Section 860D(a)(2) other than the
interests in the Upper-Tier REMIC represented by the Class A-7 Scheduled Accrual
Component, Class A-7 IO A Component, Class A-7 IO B Component and Class A-7 IO C
Component, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-PO, Class A-WIO and Class
A-R Certificates, the Class M Certificates and the Class B-l, Class B-2, Class
B-3, Class B-4 and Class B-5 Certificates and the interests in the Lower-Tier
REMIC represented by the Class A-L1, Class A-L2, Class A-L4, Class A-L7, Class
A-L8, Class A-LPO, A-LWIO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3,
Class B-L4, Class B-L5 and Class M-L Interests and the Class A-LR Certificate;
(viii) exercise reasonable care not to allow the occurrence of any "prohibited
transactions" within the meaning of Code Section 860F(a), unless the Master
Servicer shall have provided an Opinion of Counsel to the Trustee that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject either
the Upper-Tier REMIC or Lower-Tier REMIC or the Trust Estate to tax or (c) cause
the Trust Estate to fail to qualify as two separate REMICs; (ix) exercise
reasonable care not to allow either the Upper-Tier REMIC or the Lower-Tier REMIC
to receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf of the
Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the Upper-Tier REMIC or Lower-Tier REMIC, as the
case may be, when and as the same shall be due and payable (but such obligation
shall not prevent the Master Servicer or any other appropriate Person from
<PAGE>
contesting any such tax in appropriate proceedings and shall not prevent the
Master Servicer from withholding or depositing payment of such tax, if permitted
by law, pending the outcome of such proceedings); and (xi) if required or
permitted by the Code and applicable law, act as "tax matters person" for the
Upper-Tier REMIC or the Lower-Tier REMIC within the meaning of Treasury
Regulations Section 1.860F-4(d), and the Master Servicer is hereby designated as
agent of the Class A-R and Class A-LR Certificateholders for such purpose (or if
the Master Servicer is not so permitted, the Holders of the Class A-R and Class
A-LR Certificates shall be tax matters persons in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee shall sign the tax returns
referred to in clause (i) of the second preceding sentence. In order to enable
the Master Servicer or the Trustee, as the case may be, to perform its duties as
set forth above, the Seller shall provide, or cause to be provided, to the
Master Servicer within ten days after the Closing Date all information or data
that the Master Servicer determines to be relevant for tax purposes to the
valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
each Class and Subclass of Certificates and the Mortgage Loans in the aggregate.
Thereafter, the Seller shall provide to the Master Servicer or the Trustee, as
the case may be, promptly upon request therefor, any such additional information
or data that the Master Servicer or the Trustee, as the case may be, may from
time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer or
the Trustee, as the case may be, for any losses, liabilities, damages, claims or
expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trustee prepares any of the federal, state and local tax returns of the
REMIC as described above, the Trustee hereby indemnifies the Seller and the
Master Servicer for any losses, liabilities, damages, claims or expenses of the
Seller and the Master Servicer arising from the Trustee's willful misfeasance,
bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each of the
Master Servicer and the Trustee shall pay from its own funds, without any right
of reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate (including, without limitation, any and all
federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to perform its obligations under this Section 8.14.
<PAGE>
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities of
the Seller, the Master Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the obligation of the Master Servicer to send
certain notices as hereinafter set forth and the tax reporting obligations under
Sections 4.05 and 8.14 hereof) shall terminate upon the last action required to
be taken by the Trustee on the Final Distribution Date pursuant to this Article
IX following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.26. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the
<PAGE>
assets of the Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Subclasses of Class A Certificates, the respective Class A Subclass
Principal Balance together with any related Class A Subclass Unpaid Interest
Shortfall and one month's interest in an amount equal to the respective Class A
Subclass Interest Accrual Amount, (ii) as to the Class M Certificates, the Class
M Principal Balance together with any related Class M Unpaid Interest Shortfall
and one month's interest at the Class M Pass-Through Rate on the Class M
Principal Balance, (iii) as to the Subclasses of Class B Certificates, the
respective Class B Subclass Principal Balance together with any related Class B
Subclass Unpaid Interest Shortfall and one month's interest in an amount equal
to the respective Class B Subclass Interest Accrual Amount and (iv) as to the
Class A-R and Class A-LR Certificates, the amounts, if any, which remain on
deposit in the Upper-Tier Certificate Account and the Certificate Account,
respectively (other than amounts retained to meet claims) after application
pursuant to clauses (i), (ii) and (iii) above and payment to the Master Servicer
of any amounts it is entitled as reimbursement or otherwise hereunder. Such
amount shall be distributed in respect of interest and principal in respect of
the Uncertificated Lower-Tier Interests in the same amounts as distributed to
their Corresponding Upper-Tier Class, 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 Trustee of any
Periodic Advances, is insufficient to pay in full the amounts set forth in
clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the amount
available for distribution to Certificateholders shall be allocated in reduction
of the amounts otherwise distributable on the Final Distribution Date in the
same manner as Realized Losses are allocated pursuant to Sections 4.02(b) and
4.02(g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
<PAGE>
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trustee shall on such date cause all funds, if
any, in the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal tax or
cause the Trust Estate to fail to qualify as two separate REMICs at any time
that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as of the date of
such notice (or, if earlier, the date on which the first such notice is
mailed to Certificateholders). The Master Servicer shall also specify such
date in a statement attached to the final tax returns of the Upper-Tier
REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such cash
within 90 days of such adoption in the manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Seller, the Master Servicer and the Trustee, without the consent of
any of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, (iii) to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as two separate REMICs at all times that any
Certificates are outstanding or to avoid or minimize the risk of the imposition
of any federal tax on the Trust Estate, the Upper-Tier REMIC or the Lower-Tier
REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee has received an Opinion of Counsel to the effect
that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action
shall not, as evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the Upper-Tier Certificate Account and
Certificate Account provided that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Certificates as evidenced by a letter from each
Rating Agency to such effect, (v) to modify, eliminate or add to the provisions
of Section 5.02 or any other provisions hereof restricting transfer of the
Certificates, provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such modifications to this Agreement
will neither adversely affect the rating on the Certificates nor give rise to a
risk that either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer and the Trustee with the consent of 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
<PAGE>
of such Certificate, (ii) adversely affect in any material respect the interest
of the Holders of Certificates of any Class or Subclass in a manner other than
as described in clause (i) hereof without the consent of Holders of Certificates
of such Class or Subclass evidencing, as to such Class or Subclass, Voting
Interests aggregating not less than 66-2/3% or (iii) reduce the aforesaid
percentage of Certificates of any Class or Subclass the Holders of which are
required to consent to any such amendment, without the consent of the Holders of
all Certificates of such Class or Subclass then outstanding.
Notwithstanding any contrary provision of this Agreement the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder 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 Trustee.
<PAGE>
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee, but only upon
direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
not less than 25% of the Voting Interest represented by all Certificates shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any
<PAGE>
right in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer, to Norwest Bank
Minnesota, National Association, 7485 New Horizon Way, Frederick, Maryland
21703, Attention: Vice President or such other address as may hereafter be
furnished to the Seller and the Trustee in writing by the Master Servicer, (iii)
in the case of the Trustee, to the Corporate Trust Office and (iv) in the case
of the Trustee, to the Corporate Trust Office, or such other address as may
hereafter be furnished to the Seller and the Master Servicer in writing by the
Trustee Attention: Corporate Trust Department Any notice required or permitted
to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice mailed or transmitted within the time prescribed in this Agreement shall
be conclusively presumed to have been duly given, whether or not the addressee
receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, such Servicer or a Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies.
(a) The Trustee shall give prompt notice to each Rating Agency of the
occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant
to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency of
the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section 8.09;
or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
<PAGE>
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 7.500% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is August 1, 1997.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $325,175,338.47.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.74441168%.
Section 11.05. Original Class A Subclass Principal Balances.
As to the following Subclasses of Class A Certificates, the Class A
Subclass Principal Balance of such Subclass as of the Cut-Off Date, as follows:
Original Class A
Class A Subclass Subclass Principal Balance
Class A-1 $ 40,929,000.00
Class A-2 $ 50,407,000.00
Class A-3 $ 7,556,000.00
Class A-4 $ 10,008,000.00
Class A-5 $ 47,967,490.00
Class A-6 $ 14,051,510.00
Class A-7 $ 92,509,300.00
Class A-8 $ 15,000,000.00
Class A-9 $ 32,500,500.00
Class A-PO $ 426,358.82
Class A-LR $ 100.00
Class A-R $ 100.00
<PAGE>
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $310,929,000.00.
Section 11.07. Original Class A-10 Notional Amount.
The Original Class A-10 Notional Amount is $40,929,000.00.
Section 11.08. Original Class A-11 Notional Amount.
The Original Class A-11 Notional Amount is $324,748,879.65.
Section 11.09. Original Component Principal Balance.
As to the following Class A-7 Component, the Component Principal Balance of
such Component as of the Cut-Off Date, as follows:
Original Component
Class A-7 Component Principal Balance
Class A-7 Scheduled Accrual Component $ 92,509,300.00
Section 11.10. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.25558832%.
Section 11.11. Original Class M Percentage.
The Original Class M Percentage is 1.50177531%.
Section 11.12. Original Class M Principal Balance.
The Original Class M Principal Balance is $4,877,000.00.
Section 11.13. Original Class M Fractional Interest.
The Original Class M Fractional Interest is 2.75381300%.
Section 11.14. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.30162072%.
Section 11.15. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.50069441%.
<PAGE>
Section 11.16. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.40061712%.
Section 11.17. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.25034721%.
Section 11.18. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.30053355%.
Section 11.19. Original Class B Principal Balance.
The Original Class B Principal Balance is $8,942,979.65.
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 $ 4,227,000.00
Class B-2 $ 1,626,000.00
Class B-3 $ 1,301,000.00
Class B-4 $ 813,000.00
Class B-5 $ 975,979.65
Section 11.21. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.45219229%.
Section 11.22. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 0.95149787%.
Section 11.23. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.55088076%.
Section 11.24. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.30053355%.
<PAGE>
Section 11.25. Closing Date.
The Closing Date is August 29, 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 $32,517,533.85 (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-WIO, Class A-R and Class A-LR 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-WIO Certificates, the
minimum Denomination eligible for wire transfer on each Distribution Date is
100% Percentage Interest. The Class A-PO, Class A-R, Class A-LR, Class M, Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates are not eligible
for wire transfer.
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-WIO, 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 $20,000,000
Denomination. A Single Certificate for the Class A-11 Certificates represents a
$162,000,000 Denomination. A Single Certificate for the Class A-WIO Certificates
represents 25% 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 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 Trustee
By:
Name:
Title:
Attest:
By:
Name:
Title:
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 29th day of August, 1997, before me, a notary public in and for the
State of New York, personally Alan McKenney, known to me who, being by me duly
sworn, did depose and say that he resides at McLean, Virginia; that he is an
Assistant Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 29th day of August, 1997, before me, a notary public in and for the
State of New York, personally appeared Richard Poska, known to me who, being by
me duly sworn, did depose and say that he resides at Frederick, Maryland; that
he is a Vice President of Norwest Bank Minnesota, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 29th day of August, 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, 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 29th day of August, 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, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1997-12 Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
Countrywide Home Loans, Inc. Prior Month Prior Month
First Bank National Association Prior Month Prior Month
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]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.650% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE>
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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 6.750% 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-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE>
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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 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-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE>
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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 7.100% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE>
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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 7.100% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE>
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 7.100% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE>
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 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 1997-12 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE CLASS A-7 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: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. For the purposes of determining
distributions of interest and in reduction of principal balance, the Class A-7
Certificates consist of four components (each, a "Component" and individually,
the "Class A-7 Scheduled Accrual Component," "Class A-7 IO A Component," the
"Class A-7 IO B Component" and the "Class A-7 IO C Component"). The amount of
interest which accrues on the Class A-7 Certificates in any month will equal the
sum of the interest which accrues on the Class A-7 Components. The component
rate (the "Component Rate") on (i) the Class A-7 Scheduled Accrual Component
applicable to each Distribution Date will be 7.250% per annum, (ii) the Class
A-7 IO A Component applicable to each Distribution Date will be 0.500% per
annum, (iii) the Class A-7 IO B Component applicable to each Distribution Date
will be 0.150% per annum and (iv) the Class A-7 IO C Component applicable to
each Distribution Date will be 0.150% per annum. Interest with respect to each
Component will accrue during each month 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 in the case of the Class A-7 Scheduled Accrual
Component or the outstanding notional amount in the case of the Class A-7 IO A
Component, Class A-7 IO B Component or Class A-7 IO C Component. Prior to the
Class A-7 Scheduled Accrual Component Accretion Termination Date, no
distribution of interest on this Certificate with respect to its Class A-7
Scheduled Accrual Component will be made. Prior to the Class A-7 Scheduled
Accrual Component Accretion Termination Date, interest otherwise available for
distribution on this Certificate with
<PAGE>
respect to its Class A-7 Scheduled 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-7
Certificates with respect to their Components.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class A-7 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 Trustee or the Seller may require the Holder to deliver an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee and
the Seller that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the 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 Seller, the Master Servicer, and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. In connection with any such transfer, the Trustee will also require
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.
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.
<PAGE>
This Certificate is issued on August 29, 1997, at an issue price of
102.38829%, 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 275% SPA (as defined in the Prospectus Supplement dated
August 22, 1997 with respect to the offering of the Class A-1, A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-WIO, 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
42.85544552%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.64%; and (iii) the amount of OID allocable to the
short first accrual period (August 29, 1997 to September 25, 1997) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.56503793%.
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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE CLASS A-8 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: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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. Prior to the Class A-8 Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the Class A-8 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-8 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-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
<PAGE>
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 29, 1997, at an issue price of
99.75139%, 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
275% SPA (as defined in the Prospectus Supplement dated August 22, 1997 with
respect to the offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-8, Class A-9, Class A-10, Class A-11, Class A-WIO, 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 180.40492091%; (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
7.27%; and (iii) the amount of OID allocable to the short first accrual period
(August 29, 1997 to September 25, 1997) as a percentage of the initial principal
balance of this Certificate, calculated using the exact method, is approximately
0.52382706%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
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 TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 7.250% 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-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
<PAGE>
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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 the 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 distributions in respect of principal. Interest
will accrue on the Class A-10 Certificates each month in an amount equal to the
product of (i) 1/12th of 0.600% and (ii) the Class A-10 Notional Amount as of
the related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
<PAGE>
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 August 29, 1997, at an issue price of
1.55325% of the initial Class A-10 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the Prepayment Assumption of 275% SPA (as defined in the
Prospectus Supplement dated August 22, 1997 with respect to the offering of the
Class A-1, A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class
A-9, Class A-10, Class A-11, Class A-WIO, 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-10 Notional Amount is
approximately 0.25341311%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 9.80%; and (iii) the amount of
OID allocable to the short first accrual period (August 29, 1997 to September
25, 1997) as a percentage of the initial Class A-10 Notional Amount, calculated
using the exact method, is approximately 0.01098493%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: August 1, 1997
CUSIP No.: First Distribution Date: September 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 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-11
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-11 Certificates each month in an amount equal to the
product of (i) 1/12th of 0.100% 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 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
<PAGE>
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 August 29, 1997, at an issue price of
0.35153% 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 275% SPA (as defined in the
Prospectus Supplement dated August 22, 1997 with respect to the offering of the
Class A-1, A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class
A-9, Class A-10, Class A-11, Class A-WIO, 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-10 Notional Amount is
approximately 0.26729374%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 14.55%; and (iii) the amount
of OID allocable to the short first accrual period (August 29, 1997 to September
25, 1997) as a percentage of the initial Class A-11 Notional Amount, calculated
using the exact method, is approximately 0.00369075%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO 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.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-PO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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-PO Certificates required to be distributed
to Holders of Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class A-PO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to
<PAGE>
the Trustee and the Seller that such transfer is exempt (describing the
applicable exemption and the basis therefor) from or is being made pursuant to
the registration requirements of the Securities Act of 1933, as amended, and of
any applicable statute of any state. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Seller, the
Master Servicer, and any Paying Agent acting on behalf of the Trustee against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating that the transferee is not a Plan and is
not acting on behalf of a Plan or using the assets of a Plan to effect such
purchase or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Seller with respect to certain matters and (b) such other documentation as the
Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 29, 1997, at an issue price of
59.78060% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the Prepayment Assumption of 275% SPA (as
defined in the Prospectus Supplement dated August 22, 1997 with respect to the
offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-WIO, 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 40.21940000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 9.95%; and
(iii) the amount of OID allocable to the short first accrual period (August 29,
1997 to September 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.42921013%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-WIO
[FORM OF FACE OF CLASS A-WIO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12 CLASS A-WIO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 25, 1997
Percentage Interest evidenced
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-WIO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-WIO Certificates required to be distributed
to Holders of Class A-WIO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-WIO
Certificates will not be entitled to distributions in respect of principal.
Interest will accrue on the Class A-WIO Certificates during each month in an
amount equal to the product of (A) 1/12th of (i) the Weighted Average Net
Mortgage Interest Rate of the Premium Mortgage Loans on the first day of such
month minus (ii) 7.500% and (B) the Class A-WIO Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-WIO Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
<PAGE>
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 August 29, 1997, at an issue price of
1.59178% of the initial Class A-WIO Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming (a) that this Certificate pays in accordance with
projected cash flows reflecting the Prepayment Assumption of 275% SPA (as
defined in the Prospectus Supplement dated August 22, 1997 with respect to the
offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-WIO, 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 hereon changes in accordance with
the Prepayment Assumption: (i) the amount of OID as a percentage of the initial
Class A-WIO Notional Amount is approximately 1.24510595%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 14.93%;
and (iii) the amount of OID allocable to the short first accrual period (August
29, 1997 to September 25, 1997) as a percentage of the initial Class A-WIO
Notional Amount, calculated using the exact method, is approximately
0.01714858%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE 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.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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 7.250% 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-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
<PAGE>
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO 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.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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 7.500% 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-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
<PAGE>
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
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 1997-12, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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
7.250% 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 B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee and the
Seller (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)
<PAGE>
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, 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 1997-12, CLASS B-2
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured
by shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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
7.250% 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 B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee and the
Seller (i) a representation letter, in the form as described in the Agreement,
stating either (a) that the transferee is not a Plan and is not acting on behalf
of a Plan or using the assets of a Plan to effect such purchase or (b) subject
to certain conditions described in the Agreement, that the source of funds used
to purchase this Certificate is an "insurance company general account," or (ii)
if such transferee is a Plan, (a) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
<PAGE>
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, 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 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.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12, CLASS B-3
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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
7.250% 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 B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-3 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last
<PAGE>
date on which the Seller or any affiliate thereof was a Holder of the
Certificates proposed to be transferred, and unless such transfer is made in
reliance on Rule 144A of the Securities Act of 1933, as amended, the Trustee or
the Seller may require the Holder to deliver an opinion of counsel acceptable to
and in form and substance satisfactory to the Trustee and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Seller, the Master Servicer, and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trustee and the Seller
will also require (i) a representation letter, in the form as described in the
Agreement, stating that the transferee is not a Plan and is not acting on behalf
of a Plan or using the assets of a Plan to effect such purchase or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 29, 1997, and based on its issue price
of 87.17326%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus four 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
275% SPA (as defined in the Prospectus Supplement dated August 22, 1997 with
respect to the offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-8, Class A-9, Class A-10, Class A-11, Class A-WIO, 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 12.90729167%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 9.23%; and
(iii) the amount of OID allocable to the short first accrual period (August 29,
1997 to September 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.05713344%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, 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 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.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12, CLASS B-4
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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
7.250% 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 B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last
<PAGE>
date on which the Seller or any affiliate thereof was a Holder of the
Certificates proposed to be transferred, and unless such transfer is made in
reliance on Rule 144A of the Securities Act of 1933, as amended, the Trustee or
the Seller may require the Holder to deliver an opinion of counsel acceptable to
and in form and substance satisfactory to the Trustee and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Seller, the Master Servicer, and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trustee and the Seller
will also require (i) a representation letter, in the form as described in the
Agreement, stating that the transferee is not a Plan and is not acting on behalf
of a Plan or using the assets of a Plan to effect such purchase or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 29, 1997, and based on its issue price
of 68.07951%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus four 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
275% SPA (as defined in the Prospectus Supplement dated August 22, 1997 with
respect to the offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-8, Class A-9, Class A-10, Class A-11, Class A-WIO, 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 32.00104167%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 13.10%;
and (iii) the amount of OID allocable to the short first accrual period (August
29, 1997 to September 25, 1997) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.12006079%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, 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 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.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-12, CLASS B-5
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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
7.250% 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 B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last
<PAGE>
date on which the Seller or any affiliate thereof was a Holder of the
Certificates proposed to be transferred, and unless such transfer is made in
reliance on Rule 144A of the Securities Act of 1933, as amended, the Trustee or
the Seller may require the Holder to deliver an opinion of counsel acceptable to
and in form and substance satisfactory to the Trustee and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Seller, the Master Servicer, and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trustee and the Seller
will also require (i) a representation letter, in the form as described in the
Agreement, stating that the transferee is not a Plan and is not acting on behalf
of a Plan or using the assets of a Plan to effect such purchase or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 29, 1997, and based on its issue price
of 32.59514%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus four 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
275% SPA (as defined in the Prospectus Supplement dated August 22, 1997 with
respect to the offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-8, Class A-9, Class A-10, Class A-11, Class A-WIO, 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 67.48541667%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 28.26%;
and (iii) the amount of OID allocable to the short first accrual period (August
29, 1997 to September 25, 1997) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.14064325%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Face of Class M Certificate]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN 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 1997-12, CLASS M
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1997
CUSIP No.: First Distribution Date: September 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 August 29, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, 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 7.250% 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 M Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class M Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with
<PAGE>
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1997-12 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-12
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes and Subclasses designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trustee, such advances
are reimbursable to such Servicer, the Master Servicer or the Trustee to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan
or from other cash that would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trustee, as applicable, of advances made by such Servicer, the Master Servicer
or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class or Subclass of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trustee, duly endorsed by, or accompanied by
an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar, duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more
<PAGE>
new Certificates of authorized Denominations evidencing the same Class and
Subclass and aggregate Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and Subclass and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate Registrar,
and any agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar, may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Seller, the Master Servicer,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created thereby shall terminate upon the last action required
to be taken by the Trustee on the Final Distribution Date pursuant to the
Agreement following the earlier of (i) the payment or other liquidation (or
advance with respect thereto) of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like Denomination or Percentage Interest and Class or Subclass, to the
above named assignee and deliver such Certificate to the following address:
Social Security or other Identifying Number of Assignee:
Dated:
-----------------------------------
Signature by or on behalf of assignor
-----------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to
_________________________________________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to
_______________________________________________________. Applicable statements
should be mailed to ----------------------
- ----------------------------------------------------------------.
This information is provided by ______________________, the assignee named
above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of _____________, by and among FIRST UNION NATIONAL
BANK, not individually, but solely as Trustee (including its successors under
the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST ASSET
SECURITIES CORPORATION (together with any successor in interest, the "Seller"),
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or successor under the Pooling and Servicing Agreement referred to
below, the "Master Servicer") and ___________________________ (together with any
successor in interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer and the Trustee, have entered into
a Pooling and Servicing Agreement dated as of August 29, 1997 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1997-12 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Seller under the Pooling and Servicing Agreement, all upon the
terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trustee, the Seller, the Master
Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of
<PAGE>
the Mortgage Notes, the Mortgages, the assignments and other documents relating
to the Mortgage Loans identified on the schedule attached hereto and declares
that it holds and will hold such Mortgage Notes, Mortgages, assignments and
other documents and any similar documents received by the Trustee subsequent to
the date hereof (the "Custodial Files") as agent for the Trustee, in trust, for
the use and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Seller for the purpose of recording it in the appropriate public office
for real property records, and the Seller, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage
<PAGE>
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Certificate Account to the extent required by
the Pooling and Servicing Agreement or (ii) the Custodial File or such document
has been delivered to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Custodian
File which are delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the
Custodian to the Seller or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
<PAGE>
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state
<PAGE>
authority, has a combined capital and surplus of at least $10,000,000 and is
qualified to do business in the jurisdiction in which it will hold any Custodian
File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
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]
<TABLE>
<CAPTION>
NASCOR
NMI / 1997-12 Exhibit F-1
20 & 30 YEAR FIXED RATE NON-RELOCATION LOANS
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>
2098127 MINNETONKA MN 55343 SFD 8.250 7.984 $3,103.48 360 1-Aug-27 $413,100.00
2105969 BASALT CO 81621 SFD 8.750 8.484 $2,354.20 360 1-Jun-27 $298,904.41
2115319 BRECKENRIDGE CO 80424 SFD 7.875 7.609 $2,128.80 360 1-Jul-27 $293,397.95
2139086 PACE FL 32571 SFD 8.250 7.984 $2,028.42 360 1-May-27 $269,177.87
2167902 EAST HAMPTON NY 11937 SFD 8.500 8.234 $2,306.74 360 1-Jul-27 $299,818.26
6042912 PARKER CO 80134 SFD 8.500 8.234 $1,706.99 360 1-Jul-27 $221,865.51
6048070 PALMER LAKE CO 80133 SFD 8.250 7.984 $2,231.26 360 1-Jul-27 $296,810.62
6072166 COROLLA NC 27927 SFD 8.625 8.359 $3,888.95 360 1-Jul-27 $499,704.80
6075538 RANDOLPH NJ 07869 SFD 8.625 8.359 $2,373.04 360 1-Jul-27 $304,919.87
6080582 GLENDALE AZ 85308 SFD 7.750 7.484 $1,791.03 360 1-Aug-27 $250,000.00
6082414 OSSINING NY 10562 LCO 8.250 7.984 $2,129.84 360 1-Jul-27 $282,876.62
6087164 WARREN NJ 07060 SFD 8.000 7.734 $3,668.82 360 1-Jul-27 $499,664.51
6089302 MESA AZ 85207 SFD 8.500 8.234 $2,204.48 360 1-Jun-27 $286,351.39
6089771 MEDFORD OR 97504 SFD 8.500 8.234 $2,656.60 360 1-Jul-27 $345,290.69
6091877 PIPERSVILLE PA 18947 SFD 8.500 8.234 $1,906.14 360 1-May-27 $247,446.25
6097279 GLEN GARNDER NJ 08826 SFD 8.375 8.109 $1,656.96 360 1-Jul-27 $217,664.50
6111711 MONROE CT 06468 SFD 8.375 8.109 $1,835.57 360 1-Jun-27 $241,198.75
6127935 PARKER CO 80134 SFD 8.250 7.984 $4,056.84 360 1-Jun-27 $539,308.95
6152087 WAUCONDA IL 60084 PUD 7.750 7.484 $1,791.03 360 1-Jun-27 $249,645.96
6152739 SAN JOSE CA 95138 SFD 7.750 7.484 $1,919.98 360 1-Jul-27 $267,810.85
6153784 WESTBORO MA 01581 SFD 7.750 7.484 $1,841.18 360 1-Jul-27 $256,818.61
6160597 BURLINGTON VT 05401 SFD 8.250 7.984 $2,150.13 360 1-May-27 $285,648.72
6161894 LAS FLORES (AREA) CA 92688 PUD 8.250 7.984 $1,779.75 360 1-Jun-27 $236,596.84
6162032 COLORADO SPRINGS CO 80906 SFD 8.875 8.609 $1,764.74 360 1-Jul-27 $221,501.49
6163226 VAIL CO 81657 SFD 7.875 7.609 $2,537.74 360 1-Jul-27 $349,759.14
6165729 CASTLE ROCK CO 80104 PUD 8.125 7.859 $1,634.24 360 1-Jul-27 $219,957.03
6166311 MIDDLETOWN NJ 07748 SFD 8.500 8.234 $1,422.49 360 1-Jul-27 $184,887.93
6168435 SAN DIEGO CA 92130 SFD 8.000 7.734 $2,285.31 360 1-Jul-27 $311,241.02
6170595 EUGENE OR 97405 SFD 8.000 7.734 $1,631.89 360 1-Jul-27 $222,250.78
6172667 SHERBORN MA 01770 SFD 8.625 8.359 $3,111.16 360 1-Jun-27 $399,525.98
6177807 SAN JOSE CA 95123 SFD 8.125 7.859 $1,852.90 360 1-Jun-27 $249,222.42
6180151 TUSTIN CA 92782 SFD 8.250 7.984 $3,520.81 360 1-Jul-27 $468,351.16
6180835 EL PASO TX 79922 SFD 7.625 7.359 $1,709.32 360 1-Jul-27 $241,325.21
6182395 PARK CITY UT 84098 SFD 8.125 7.859 $1,459.01 360 1-Jun-27 $196,242.05
6182854 STILLWATER MN 55082 SFD 8.250 7.984 $1,652.79 360 1-Jun-27 $219,718.46
6184061 VIRGINIA BEACH VA 23452 SFD 8.500 8.234 $2,110.67 360 1-Jun-27 $274,166.23
6184112 HERNDON VA 20171 SFD 7.625 7.359 $1,755.33 360 1-May-27 $247,458.08
6187686 FRANKLIN MA 02038 SFD 8.375 8.109 $1,900.18 360 1-Jul-27 $249,844.61
6191913 WINCHESTER MA 01890 SFD 7.750 7.484 $1,953.30 360 1-Jun-27 $272,263.88
6194870 ENGLEWOOD CO 80111 SFD 8.375 8.109 $2,090.20 360 1-Jun-27 $274,656.95
6195196 HASTINGS MN 55033 SFD 7.875 7.609 $1,710.24 360 1-Jul-27 $235,709.67
6202476 EAST BRUNSWICK NJ 08816 SFD 8.500 8.234 $1,982.11 360 1-Jul-27 $257,623.83
6211575 SCOTTSDALE AZ 85262 SFD 8.375 8.109 $1,444.14 360 1-Jul-27 $189,881.90
6219573 STORMVILLE NY 12570 SFD 8.500 8.234 $2,283.67 360 1-Jun-27 $296,638.89
6234549 OMAHA NE 68135 SFD 8.125 7.859 $1,713.73 360 1-Jul-27 $230,655.02
6236230 AUSTIN TX 78730 SFD 8.000 7.734 $2,993.76 360 1-Jun-27 $407,450.66
6255763 ANAHEIM CA 92808 PUD 7.875 7.609 $1,928.32 360 1-Jul-27 $265,766.98
6256781 SHARON MA 02067 SFD 7.875 7.609 $1,595.15 360 1-Jul-27 $219,688.27
6257048 EMERSON NJ 07630 SFD 8.250 7.984 $2,404.05 360 1-Jun-27 $319,590.50
6257161 ALBUQUERQUE NM 87122 SFD 8.250 7.984 $1,742.94 360 1-Jun-27 $231,703.10
6262223 SPRINGFIELD VA 22153 SFD 7.625 7.359 $1,592.54 360 1-May-27 $224,342.15
6262291 MANALAPAN NJ 07726 SFD 8.500 8.234 $2,952.63 360 1-Jun-27 $383,533.09
6262768 SNOWMASS VILLAGE CO 81615 SFD 7.875 7.609 $4,567.94 360 1-Jun-27 $629,130.03
6263089 HIGHLAND CA 92346 SFD 8.500 8.234 $1,922.28 360 1-Jun-27 $249,696.03
6265760 WOODINVILLE WA 98072 SFD 8.250 7.984 $2,265.07 360 1-Jul-27 $301,307.74
6266073 AUBURNDALE MA 02166 SFD 7.750 7.484 $1,791.03 360 1-Jul-27 $249,823.55
6266173 FAIRFAX STATION VA 22039 SFD 7.500 7.234 $2,069.67 360 1-Jul-27 $295,780.33
6266761 FORKED RIVER NJ 08731 SFD 8.625 8.359 $1,847.25 360 1-Aug-27 $237,500.00
6267209 SAN DIEGO CA 92106 SFD 8.000 7.734 $1,731.68 360 1-Jul-27 $235,841.65
6270884 ASHLAND MA 01721 SFD 8.375 8.109 $1,802.89 360 1-Jul-27 $237,052.57
6272829 HAWORTH NJ 07624 SFD 8.375 8.109 $1,824.17 360 1-Jul-27 $239,850.83
6275265 ATLANTA GA 30305 SFD 7.875 7.609 $3,987.88 360 1-Jun-27 $549,008.20
6276181 SWAMPSCOTT MA 01907 SFD 8.250 7.984 $2,253.80 360 1-May-27 $299,414.67
6277587 W WINDSOR TWP NJ 08512 SFD 8.625 8.359 $2,566.71 360 1-Jun-27 $329,608.93
6277756 ALAMEDA CA 94502 SFD 8.125 7.859 $2,907.80 360 1-Jul-27 $391,368.83
6278458 LA VERNE CA 91750 SFD 8.250 7.984 $2,082.51 360 1-May-27 $276,666.06
6278554 CHESTERFIELD MO 63017 SFD 8.125 7.859 $3,534.29 360 1-Jul-27 $475,688.63
6279035 NUTLEY NJ 07110 MF2 8.750 8.484 $991.24 360 1-Jun-27 $125,854.49
6279500 SHREWSBURY NJ 07702 SFD 8.250 7.984 $2,434.10 360 1-Jul-27 $323,793.40
6280024 GREAT FALLS VA 22066 PUD 7.500 7.234 $4,037.96 360 1-Jul-27 $577,071.42
6281470 LITTLE SILVER NJ 07739 SFD 8.500 8.234 $2,076.07 360 1-Jul-27 $269,836.43
6282105 WINCHESTER MA 01890 SFD 8.000 7.734 $2,450.04 360 1-Aug-27 $333,900.00
6282278 NATICK MA 01760 SFD 8.250 7.984 $2,253.80 360 1-Jul-27 $299,808.70
6283447 RED WING MN 55066 SFD 8.250 7.984 $2,148.62 360 1-Jun-27 $285,634.01
6284332 CARMEL CA 93921 SFD 8.375 8.109 $2,280.22 360 1-Jul-27 $299,813.53
6287855 WENHAM MA 01984 SFD 8.375 8.109 $1,763.37 360 1-May-27 $231,564.37
6287946 RENTON WA 98059 SFD 8.250 7.984 $1,826.78 360 1-Jul-27 $243,004.95
6287988 ARLINGTON MA 02174 SFD 7.875 7.609 $1,740.17 360 1-May-27 $239,501.24
6288522 MAPLE GROVE MN 55369 SFD 8.250 7.984 $1,845.11 360 1-Jul-27 $244,893.91
6289679 GLENWOOD SPRINGS CO 81601 SFD 8.250 7.984 $1,712.89 360 1-Jun-27 $227,708.22
6290545 DUXBURY MA 02332 SFD 8.250 7.984 $1,927.00 360 1-May-27 $256,005.93
6291217 LONG BEACH CA 90803 SFD 8.000 7.734 $4,035.71 360 1-Jul-27 $549,630.96
6291957 LIVONIA MI 48152 SFD 8.375 8.109 $1,718.19 360 1-Jun-27 $225,774.00
6294543 REHOBOTH BEACH DE 19971 SFD 7.625 7.359 $1,851.59 360 1-May-27 $260,927.73
6294974 STEVENSVILLE MI 49127 SFD 7.625 7.359 $4,027.35 360 1-Jun-27 $567,756.64
6295432 ANDOVER MA 01810 SFD 7.750 7.484 $2,686.55 360 1-Jul-27 $374,735.32
6297934 NEW PRAGUE MN 56071 SFD 8.375 8.109 $2,090.20 360 1-Jun-27 $274,656.95
6298049 ROCHESTER MN 55906 SFD 8.000 7.734 $1,599.61 360 1-Jun-27 $217,706.47
6299099 HOLLISTON MA 01746 SFD 8.250 7.984 $1,787.26 360 1-Jul-27 $237,748.30
6299508 DURANGO CO 81301 SFD 8.250 7.984 $2,159.89 360 1-Aug-27 $287,500.00
6300957 MIDLOTHIAN VA 23112 SFD 8.500 8.234 $1,716.60 360 1-Jul-27 $223,114.75
6301522 SAN JOSE CA 95138 SFD 8.375 8.109 $2,347.86 360 1-May-27 $308,319.98
6301858 EDISON NJ 08820 LCO 8.250 7.984 $1,427.41 360 1-Aug-27 $190,000.00
6301993 DURANGO CO 81301 SFD 8.500 8.234 $2,149.88 360 1-Jun-27 $279,260.04
6302030 BERNARDS TWP NJ 07920 SFD 8.375 8.109 $2,524.20 360 1-Jul-27 $331,893.58
6302167 JAMAICA PLAIN MA 02130 SFD 7.750 7.484 $1,862.67 360 1-Jul-27 $259,816.50
6302261 PORTLAND OR 97229 SFD 8.250 7.984 $1,840.60 360 1-Jul-27 $244,843.78
6302820 NEWMAN LAKE WA 99025 SFD 8.750 8.484 $1,927.42 360 1-May-27 $244,574.03
6304617 PLAYA DEL REY CA 90293 SFD 7.625 7.359 $2,583.45 360 1-Jul-27 $364,735.82
6304788 CAMARILLO CA 93012 SFD 8.375 8.109 $1,840.13 360 1-Jul-27 $241,949.53
6307021 SAN JOSE CA 95132 SFD 8.000 7.734 $2,173.92 360 1-Jul-27 $296,070.21
6307567 PLYMOUTH MN 55442 SFD 7.750 7.484 $1,708.28 360 1-Aug-27 $238,450.00
6308697 BOXFORD MA 01921 SFD 8.250 7.984 $2,884.26 360 1-Jul-27 $383,675.19
6309705 FOSTER CITY CA 94404 SFD 8.375 8.109 $1,983.79 360 1-Jun-27 $258,781.54
6310286 RENO NV 89511 SFD 8.875 8.609 $2,784.76 360 1-May-27 $349,406.98
6311168 CLOVIS CA 93611 SFD 8.375 8.109 $3,800.36 360 1-Jun-27 $499,376.27
6312620 ENFIELD CT 06082 SFD 8.500 8.234 $2,045.31 360 1-Jul-27 $265,838.86
6312774 ARLINGTON VA 22207 SFD 7.750 7.484 $2,412.88 360 1-Jul-27 $336,562.29
6313519 CLIFTON CO 81520 SFD 8.250 7.984 $1,840.60 360 1-Jun-27 $244,366.59
6314548 CHEVY CHASE MD 20815 SFD 8.125 7.859 $2,672.99 360 1-Jul-27 $359,764.51
6314553 MILPITAS CA 95035 LCO 8.250 7.984 $1,750.24 360 1-Jul-27 $232,823.44
6314909 SAN JOSE CA 95123 SFD 8.250 7.984 $1,798.47 360 1-Jul-27 $239,237.82
6315046 AUSTIN TX 78731 SFD 8.000 7.734 $2,436.10 360 1-Jul-27 $331,777.23
6315761 HAYWARD CA 94542 SFD 8.000 7.734 $2,142.59 360 1-Jun-27 $291,606.85
6315968 SAN JOSE CA 95132 SFD 8.125 7.859 $2,441.11 360 1-Jul-27 $328,554.94
6317074 GASTONIA NC 28054 SFD 8.375 8.109 $2,280.22 360 1-Jul-27 $299,813.53
6317934 SAN JOSE CA 95132 SFD 8.375 8.109 $2,196.61 360 1-Jul-27 $288,820.37
6318110 ANNAPOLIS MD 21401 PUD 8.375 8.109 $1,927.54 360 1-Jul-27 $253,442.38
6318217 BURNSVILLE MN 55306 SFD 8.000 7.734 $1,602.54 360 1-Jun-27 $218,055.56
6318564 EDEN PRAIRIE MN 55347 SFD 8.375 8.109 $2,036.99 360 1-Jul-27 $267,833.43
6318825 GLEN RIDGE NJ 07028 SFD 8.750 8.484 $1,868.41 360 1-Jun-27 $237,225.72
6319068 CHARLOTTE NC 28211 SFD 8.250 7.984 $1,923.24 360 1-Jun-27 $255,471.02
6320382 LIVERMORE CA 94550 SFD 8.125 7.859 $2,227.49 360 1-Jul-27 $299,803.76
6320433 VALENCIA CA 91354 LCO 8.000 7.734 $1,702.70 360 1-Jul-27 $231,894.30
6320471 KIHEI HI 96753 SFD 8.250 7.984 $991.67 360 1-Jun-27 $131,831.08
6321519 STATE COLLEGE PA 16803 SFD 8.625 8.359 $2,418.93 360 1-Jun-27 $310,631.44
6321933 HICKORY NC 28601 SFD 8.250 7.984 $1,634.00 360 1-Jun-27 $217,155.22
6322090 FARGO ND 58104 SFD 8.375 8.109 $2,257.41 360 1-Jul-27 $296,815.40
6322869 PINEHURST NC 28374 SFD 8.000 7.734 $2,017.85 360 1-Jul-27 $274,815.48
6323371 REDWOOD CITY CA 94062 SFD 8.000 7.734 $1,834.41 360 1-May-27 $249,493.41
6323833 SAN RAMON CA 94583 SFD 8.375 8.109 $1,979.00 360 1-Jul-27 $260,208.17
6324220 LITTLE FALLS TWP NJ 07424 SFD 8.875 8.609 $740.75 360 1-Jul-27 $93,047.80
6324996 EVERETT WA 98208 SFD 8.000 7.734 $1,895.31 360 1-Jul-27 $258,126.69
6325175 SAN DIEGO CA 92130 SFD 8.000 7.734 $3,150.05 360 1-Jun-27 $428,721.98
6326142 WAYZATA MN 55391 SFD 8.125 7.859 $1,781.99 360 1-Jul-27 $239,843.01
6326414 CHADDS FORD PA 19317 PUD 7.500 7.234 $1,789.99 360 1-Jul-27 $255,810.01
6326552 PARAMUS NJ 07652 SFD 8.625 8.359 $2,411.15 360 1-Aug-27 $310,000.00
6328044 SALVO NC 27968 SFD 8.500 8.234 $1,937.66 360 1-May-27 $251,336.64
6329548 EAGAN MN 55123 SFD 8.250 7.984 $2,175.67 360 1-Jun-27 $289,229.39
6329646 FALLS CHURCH VA 22044 SFD 7.625 7.359 $1,560.69 360 1-Jul-27 $220,340.40
6330219 BRIDGEWATER NJ 08807 SFD 8.125 7.859 $2,390.84 360 1-Jul-27 $321,789.37
6330532 BRENTWOOD TN 37027 SFD 8.125 7.859 $2,121.69 360 1-Jul-27 $285,563.08
6330547 AGOURA HILLS CA 91301 SFD 8.000 7.734 $1,761.04 360 1-Jun-27 $239,676.85
6330572 SAN JOSE CA 95126 SFD 8.250 7.984 $2,283.85 360 1-Jun-27 $303,610.97
6330717 SANTA CLARITA CA 91355 SFD 8.250 7.984 $1,891.31 360 1-Jul-27 $251,589.47
6330982 MT AIRY MD 21771 SFD 7.750 7.484 $2,065.60 360 1-Jul-27 $288,121.50
6331530 OLD LYME CT 06371 SFD 8.125 7.859 $594.00 360 1-Jun-27 $79,894.98
6333177 OAKTON VA 22124 SFD 7.875 7.609 $1,728.57 360 1-Jul-27 $238,235.93
6333757 FLUSHING NY 11358 SFD 7.875 7.609 $1,015.10 360 1-Jul-27 $139,903.65
6334073 SAN BUENAVENTURA CA 93003 SFD 8.125 7.859 $1,960.19 360 1-Jun-27 $263,653.45
6334856 TEMPE AZ 85284 SFD 8.250 7.984 $2,890.50 360 1-Jul-27 $384,504.66
6335678 ASPEN CO 81611 LCO 8.250 7.984 $1,765.48 360 1-Jul-27 $234,850.15
6336637 OCEAN CITY NJ 08226 MF2 8.500 8.234 $758.92 360 1-Jul-27 $98,640.20
6336989 MOUNTAINTOP PA 18707 SFD 8.625 8.359 $3,484.50 360 1-Jul-27 $447,735.50
6337707 CARLSBAD CA 92008 SFD 8.500 8.234 $2,088.75 360 1-Jun-27 $271,319.71
6338068 OCEANSIDE CA 92057 SFD 8.250 7.984 $2,065.98 360 1-Jun-27 $274,648.09
6339073 ROXBURY TWP NJ 07876 SFD 8.375 8.109 $2,280.22 360 1-Jul-27 $299,813.53
6339128 SANTA ROSA CA 95409 SFD 8.125 7.859 $2,672.99 360 1-Jun-27 $359,527.43
6339183 GLEN ROCK NJ 07452 SFD 8.125 7.859 $2,078.99 360 1-Jul-27 $279,816.84
6339357 SAN BRUNO CA 94066 SFD 7.750 7.484 $2,286.79 360 1-Aug-27 $319,200.00
6340352 LOS ANGELES CA 90019 SFD 8.125 7.859 $1,885.94 360 1-Aug-27 $254,000.00
6340615 BELMONT MA 02178 SFD 8.500 8.234 $2,287.52 360 1-Jul-27 $297,319.77
6340955 COLORADO SPRINGS CO 80919 SFD 8.000 7.734 $1,800.76 360 1-Jul-27 $245,249.33
6341420 LOS FLORES CA 92688 SFD 8.375 8.109 $1,667.60 360 1-Jun-27 $219,126.31
6342482 SANTA ANA CA 92705 SFD 8.250 7.984 $2,389.03 360 1-Jul-27 $317,797.22
6343211 LAGUNA NIGUEL CA 92677 SFD 8.250 7.984 $2,332.68 360 1-Jul-27 $310,302.01
6343981 DALY CITY CA 94015 SFD 8.250 7.984 $1,810.55 360 1-Jul-27 $240,846.33
6344074 MOORPARK CA 93021 SFD 7.875 7.609 $2,238.29 360 1-Jul-27 $308,487.55
6344383 BASALT CO 81621 SFD 8.250 7.984 $1,130.66 360 1-Jun-27 $150,307.40
6344413 BENICIA CA 94510 SFD 7.875 7.609 $2,436.23 360 1-Jul-27 $335,768.77
6344483 SAN JOSE CA 95129 SFD 8.500 8.234 $2,091.44 360 1-Jul-27 $271,835.23
6344747 STATELINE NV 89449 SFD 8.125 7.859 $2,019.59 360 1-Jun-27 $271,642.95
6345002 SOMERS NY 10589 SFD 8.625 8.359 $2,100.03 360 1-Jul-27 $269,840.60
6345724 WEST MILFORD NJ 07480 SFD 8.375 8.109 $1,667.98 360 1-Jun-27 $219,174.03
6345975 MAPLE GROVE MN 55311 SFD 8.375 8.109 $1,696.86 360 1-Jul-27 $223,111.24
6346467 HIGHLAND CA 92346 SFD 8.375 8.109 $1,996.33 360 1-Jul-27 $262,486.75
6346591 BELLEVUE WA 98004 SFD 8.125 7.859 $2,227.49 360 1-Jul-27 $299,803.76
6347151 OXNARD CA 93035 SFD 7.625 7.359 $3,482.35 360 1-Jul-27 $491,643.90
6347515 ATLANTA GA 30318 SFD 7.875 7.609 $1,705.36 360 1-Jul-27 $235,038.14
6348997 LAKE ZURICH IL 60047 SFD 8.250 7.984 $1,875.17 360 1-Jul-27 $249,440.83
6349209 MINNETONKA MN 55391 SFD 8.375 8.109 $1,938.18 360 1-Jun-27 $254,681.91
6349466 MORGAN HILL CA 95037 PUD 7.875 7.609 $2,094.00 360 1-Jul-27 $288,601.25
6349680 PHOENIX AZ 85021 SFD 8.250 7.984 $1,938.27 360 1-Jul-27 $257,835.48
6350815 ARDMORE PA 19003 SFD 8.500 8.234 $2,768.09 360 1-Jun-27 $359,562.28
6351063 TOPSFIELD MA 01983 SFD 7.875 7.609 $2,030.19 360 1-Aug-27 $280,000.00
6351362 FREMONT CA 94539 SFD 8.250 7.984 $2,878.85 360 1-Jul-27 $382,955.65
6351409 AVON CT 06001 SFD 7.875 7.609 $2,856.77 360 1-Jul-27 $393,728.86
6352109 SUNNYVALE CA 94087 SFD 7.250 6.984 $2,060.17 360 1-Aug-27 $302,000.00
6352525 HIGHLAND CA 92346 SFD 8.000 7.734 $1,624.11 360 1-Jul-27 $221,191.49
6353324 SAN DIEGO CA 92129 SFD 8.250 7.984 $1,890.94 360 1-Jun-27 $251,377.89
6353438 LAKE OSWEGO OR 97035 SFD 7.875 7.609 $2,488.44 360 1-Jun-27 $342,726.07
6353887 VENICE AREA CA 90291 SFD 7.750 7.484 $1,791.03 360 1-Jul-27 $249,734.00
6353996 ELLICOTT CITY MD 21042 SFD 8.250 7.984 $2,794.71 360 1-Jul-27 $371,762.79
6355827 SILVER SPRING MD 20910 SFD 7.875 7.609 $1,603.56 360 1-Jul-27 $221,007.80
6355869 PLYMOUTH MN 55446 SFD 8.000 7.734 $2,597.53 360 1-Jul-27 $353,762.47
6356334 ISSAQUAH WA 98029 SFD 8.000 7.734 $2,465.08 360 1-Aug-27 $335,950.00
6356630 MOUNTAIN VIEW CA 94043 SFD 7.875 7.609 $2,059.20 360 1-Jul-27 $283,804.55
6357816 MARBLEHEAD MA 01945 SFD 8.500 8.234 $1,680.08 360 1-Jul-27 $218,367.63
6358351 BEN LOMOND CA 95005 SFD 7.875 7.609 $2,211.46 360 1-Jul-27 $304,790.10
6359002 STILLWATER MN 55082 SFD 7.750 7.484 $1,848.34 360 1-Jul-27 $257,025.49
6359004 STERLING CO 80751 SFD 8.250 7.984 $1,921.36 360 1-Jun-27 $254,588.38
6359638 BOYCE VA 22620 SFD 7.875 7.609 $3,393.32 360 1-Jun-27 $467,353.75
6360221 PLEASANTON CA 94566 SFD 8.250 7.984 $3,283.04 360 1-Jun-27 $436,440.76
6360394 HUNTINGDON VALLEY PA 19006 SFD 7.625 7.359 $1,642.08 360 1-Jul-27 $231,832.09
6360582 VIRGINIA BEACH VA 23451 SFD 8.375 8.109 $569.29 360 1-Jun-27 $74,806.57
6360769 TALLAHASSEE FL 32312 SFD 8.000 7.734 $1,812.40 360 1-Jul-27 $246,834.27
6360934 ROCKAWAY NJ 07866 LCO 8.875 8.609 $835.43 360 1-Jul-27 $104,941.11
6361516 FAIRFAX STATION VA 22039 SFD 7.500 7.234 $1,543.87 360 1-Jul-27 $220,636.13
6361564 AVALON NJ 08202 SFD 8.000 7.734 $2,568.18 360 1-Jul-27 $349,765.15
6364908 BELLEVUE WA 98008 SFD 8.000 7.734 $1,777.54 360 1-Jul-27 $242,087.46
6365950 LIVERMORE CA 94550 SFD 8.000 7.734 $2,695.85 360 1-Jun-27 $366,905.32
6366270 COLFAX NC 27235 SFD 7.750 7.484 $1,579.04 360 1-Jun-27 $220,097.88
6366285 SEA ISLE CITY NJ 08243 LCO 8.500 8.234 $2,275.98 360 1-Jun-27 $295,640.11
6366433 MINNNEAPOLIS MN 55419 SFD 8.250 7.984 $1,803.04 360 1-Jul-27 $239,846.96
6366564 SEATTLE WA 98105 SFD 8.125 7.859 $3,142.25 360 1-Jul-27 $422,923.17
6367536 BELLEVUE WA 98006 SFD 8.250 7.984 $1,679.08 360 1-Jul-27 $223,357.48
6367948 SUWANEE GA 30174 SFD 8.000 7.734 $2,412.62 360 1-Jul-27 $328,579.38
6368324 SEDALIA CO 80135 SFD 8.250 7.984 $3,305.57 360 1-Jul-27 $439,719.43
6368440 OAKTON VA 22124 SFD 8.000 7.734 $2,017.85 360 1-Jul-27 $274,815.48
6369158 CLIVE IA 50325 SFD 8.250 7.984 $1,794.02 360 1-Jul-27 $238,647.73
6369423 MILPITAS CA 95035 SFD 7.750 7.484 $1,862.67 360 1-Jul-27 $259,816.50
6369430 DISCOVERY BAY CA 94514 PUD 8.125 7.859 $1,704.03 360 1-Jul-27 $229,349.88
6369437 EL CAJON CA 92019 SFD 8.375 8.109 $1,696.86 360 1-Jul-27 $223,111.24
6369684 BLUFFDALE UT 84065 SFD 8.500 8.234 $1,768.50 360 1-Jun-27 $229,720.35
6369823 CRANBERRY TWP PA 16066 SFD 8.250 7.984 $1,690.35 360 1-Jul-27 $224,856.53
6369965 POTOMAC MD 20854 SFD 7.875 7.609 $1,792.37 360 1-Jul-27 $247,029.88
6370065 CHANHASSEN MN 55317 SFD 8.125 7.859 $1,670.62 360 1-Jul-27 $224,852.82
6370840 LOS ANGELES CA 90272 HCO 7.875 7.609 $1,616.03 360 1-Jul-27 $222,726.62
6371044 LITTLE RIVER CA 95456 SFD 7.750 7.484 $2,238.79 360 1-Jul-27 $312,279.44
6372162 PRINCETON NJ 08540 SFD 7.500 7.234 $1,622.18 360 1-Jul-27 $231,827.82
6372412 TEMPLETON CA 93465 SFD 8.500 8.234 $1,898.10 360 1-Jul-27 $246,522.07
6372832 ARROYO GRANDE CA 93420 SFD 8.250 7.984 $920.30 360 1-Jul-27 $122,421.89
6373258 WEST DES MOINES IA 50266 SFD 7.750 7.484 $2,349.83 360 1-Aug-27 $328,000.00
6373639 PLEASANTON CA 94566 SFD 7.875 7.609 $2,232.92 360 1-Jul-27 $307,648.07
6373925 WHITTIER CA 90602 SFD 8.000 7.734 $653.05 360 1-Aug-27 $89,000.00
6374326 DRAPER UT 84020 SFD 8.500 8.234 $3,844.56 360 1-Jul-27 $499,696.10
6375064 SOUTHBORO MA 01772 SFD 8.375 8.109 $1,850.97 360 1-Jul-27 $243,373.63
6376080 HOUSTON TX 77056 PUD 8.000 7.734 $2,310.62 360 1-Jun-27 $314,476.01
6376321 POWAY CA 92064 SFD 8.250 7.984 $1,762.85 360 1-Jul-27 $234,500.37
6376411 VIRGINIA BEACH VA 23454 SFD 8.000 7.734 $2,744.28 360 1-Aug-27 $374,000.00
6376432 AUBURN CA 95602 SFD 8.625 8.359 $1,851.14 360 1-Jul-27 $237,859.49
6377336 ALTADENA CA 91001 SFD 8.125 7.859 $2,271.67 360 1-Jul-27 $305,749.87
6377478 ALBUQUERQUE NM 87122 SFD 8.125 7.859 $2,672.99 360 1-Jul-27 $359,764.51
6377669 SOUTH BRUNSWICK NJ 08824 SFD 8.375 8.109 $790.10 360 1-Jul-27 $103,885.38
6380196 PERINTON NY 14450 SFD 7.875 7.609 $1,653.16 360 1-Jul-27 $227,843.09
6380558 LOVELAND CO 80538 SFD 8.375 8.109 $2,137.70 360 1-Jul-27 $281,075.19
6380662 SHOREWOOD MN 55331 SFD 7.750 7.484 $2,614.90 360 1-Jul-27 $364,742.39
6380909 WOODINVILLE WA 98072 PUD 8.000 7.734 $2,054.17 360 1-Jul-27 $279,762.16
6383175 CARBONDALE CO 81623 SFD 8.125 7.859 $1,481.28 360 1-Jul-27 $199,369.50
6384121 RALEIGH NC 27615 SFD 7.875 7.609 $2,023.81 360 1-Jul-27 $278,927.92
6384219 HILLSBORO OR 97123 SFD 8.250 7.984 $1,805.29 360 1-Jul-27 $240,146.77
6384577 HOOVER AL 35226 SFD 8.250 7.984 $2,002.65 360 1-Jul-27 $266,400.02
6385061 WADSWORTH OH 44281 SFD 7.625 7.359 $2,194.16 360 1-Aug-27 $310,000.00
6386060 CORONADO CA 92118 SFD 7.875 7.609 $2,175.21 360 1-Jul-27 $299,793.54
6386324 STONE HARBOR NJ 08247 SFD 8.125 7.859 $3,682.79 360 1-Jul-27 $495,675.54
6387163 MANALAPAN NJ 07726 SFD 8.375 8.109 $2,280.22 360 1-Jul-27 $299,813.53
6388096 BRECKENRIDGE CO 80424 SFD 7.875 7.609 $1,864.88 360 1-Jul-27 $257,023.00
6388589 CHELMSFORD MA 01824 SFD 8.125 7.859 $1,752.29 360 1-Jul-27 $235,845.63
6388693 DENVER CO 80207 SFD 8.125 7.859 $1,006.83 360 1-Jul-27 $135,511.29
6389459 RYE NH 03870 SFD 8.125 7.859 $1,763.43 360 1-Jul-27 $237,344.64
6389781 RANDOLPH NJ 07869 SFD 7.625 7.359 $2,123.38 360 1-Aug-27 $300,000.00
6390194 DANVILLE CA 94506 PUD 7.875 7.609 $1,987.42 360 1-Jul-27 $273,912.37
6393051 COTO DE CAZA CA 92679 SFD 8.250 7.984 $2,145.24 360 1-Jul-27 $285,367.92
6393097 HOLLISTER CA 95023 SFD 8.125 7.859 $1,787.45 360 1-Jul-27 $240,577.53
6394061 SAN JOSE CA 95126 SFD 8.125 7.859 $2,665.56 360 1-Aug-27 $359,000.00
6394347 CUPERTINO CA 95014 SFD 7.750 7.484 $2,206.55 360 1-Jul-27 $307,782.62
6394738 COLORADO SPRINGS CO 80906 SFD 8.375 8.109 $1,860.66 360 1-Jul-27 $244,647.84
6395213 LAKE OSWEGO OR 97035 SFD 8.000 7.734 $1,834.41 360 1-Jul-27 $249,832.26
6395480 SIMI VALLEY CA 93065 SFD 8.000 7.734 $1,871.10 360 1-Jul-27 $254,828.90
6397362 PASO ROBLES CA 93446 SFD 8.250 7.984 $976.65 360 1-Jul-27 $129,917.10
6398240 ALAMO CA 94507 PUD 7.625 7.359 $2,795.79 360 1-Jul-27 $394,714.11
6398550 SAN ANTONIO TX 78230 SFD 8.000 7.734 $2,293.01 360 1-Jul-27 $312,290.32
6399084 CHAPEL HILL NC 27614 SFD 8.125 7.859 $1,811.69 360 1-Jul-27 $243,840.39
6399110 SCOTTSDALE AZ 85259 SFD 7.750 7.484 $3,209.53 360 1-Jul-27 $447,683.80
6399834 RIVER VALE NJ 07675 SFD 8.375 8.109 $342.03 360 1-Jul-27 $44,972.03
6402704 SAUSALITO CA 94965 MF2 8.625 8.359 $3,258.94 360 1-Jul-27 $418,752.62
6403244 LITTLETON CO 80124 SFD 7.750 7.484 $1,611.93 360 1-Jul-27 $224,841.19
6404539 WATSONVILLE CA 95076 SFD 8.250 7.984 $2,028.42 360 1-Aug-27 $270,000.00
6404606 SAN JOSE CA 95118 SFD 8.500 8.234 $1,799.26 360 1-Jul-27 $233,858.24
6406352 SANDY UT 84092 SFD 7.875 7.609 $3,018.10 360 1-Jul-27 $415,963.54
6407722 DENVER CO 80218 SFD 7.875 7.609 $2,465.24 360 1-Jul-27 $339,766.01
6407958 WEST HILLS CA 91307 SFD 7.750 7.484 $2,655.38 360 1-Jul-27 $370,388.40
6408088 TUSTIN CA 92782 SFD 8.000 7.734 $3,145.65 360 1-Jul-27 $428,412.35
6408118 HAYWARD CA 94541 SFD 7.875 7.609 $2,229.28 360 1-Aug-27 $307,458.00
6408964 ORONO MN 55356 SFD 8.000 7.734 $3,649.38 360 1-Jul-27 $497,016.29
6409051 CHINO HILLS CA 91709 SFD 8.000 7.734 $1,749.21 360 1-Jul-27 $238,229.05
6410341 BISHOP CA 93514 SFD 8.125 7.859 $934.80 360 1-Aug-27 $125,900.00
6410792 AURORA CO 80016 SFD 8.000 7.734 $2,028.86 360 1-Jul-27 $276,314.47
6412110 PACIFIC PALISADES CA 90272 SFD 7.750 7.484 $3,037.59 360 1-Aug-27 $424,000.00
6412474 FAR HILLS NJ 07931 SFD 8.500 8.234 $1,688.53 360 1-Jul-27 $219,466.97
6414520 BONSALL CA 92003 SFD 7.875 7.609 $4,712.95 360 1-Aug-27 $650,000.00
6414625 JACKSON TN 38305 SFD 8.125 7.859 $1,486.48 360 1-Jul-27 $200,015.43
6415141 SUNNYVALE CA 94086 SFD 7.750 7.484 $2,132.04 360 1-Aug-27 $297,600.00
6415439 NEWPORT BEACH CA 92625 SFD 7.875 7.609 $2,270.92 360 1-Aug-27 $313,200.00
6415495 LAKEWOOD CO 80228 SFD 7.625 7.359 $1,061.69 360 1-Jul-27 $149,891.44
6417601 ST LOUIS PARK MN 55416 SFD 8.250 7.984 $2,028.42 360 1-Aug-27 $270,000.00
6419114 FOUNTAIN HILLS AZ 85268 SFD 8.375 8.109 $2,005.83 360 1-Jul-27 $263,735.97
6420637 DOYLESTOWN PA 18901 SFD 8.000 7.734 $1,919.53 360 1-Jul-27 $261,424.47
6420845 CLACKAMAS OR 97015 SFD 8.000 7.734 $1,678.49 360 1-Aug-27 $228,750.00
6423348 SARASOTA FL 34228 HCO 8.250 7.984 $1,690.35 360 1-Aug-27 $225,000.00
6428660 JACKSONVILLE FL 32210 SFD 7.625 7.359 $3,185.07 360 1-Aug-27 $450,000.00
6996183 RENO NV 89511 SFD 8.125 7.859 $2,301.74 360 1-Feb-27 $304,501.42
6997217 ENCINITAS CA 92024 SFD 8.500 8.234 $2,094.52 360 1-May-27 $271,901.42
6997771 SAN ANSELMO CA 94960 SFD 8.250 7.984 $4,207.09 360 1-Apr-27 $558,303.39
6997845 CASTLE ROCK CO 80104 SFD 7.875 7.609 $1,276.12 360 1-May-27 $175,634.26
6997978 ORLANDO FL 32826 SFD 8.875 8.609 $1,841.32 360 1-May-27 $231,032.89
6998095 LOS ANGELES CA 90046 SFD 8.875 8.609 $2,947.86 360 1-May-27 $369,872.27
6998217 ENGLEWOOD CO 80110 SFD 8.750 8.484 $7,552.32 360 1-May-27 $958,330.93
6998370 JEROME ID 83338 SFD 8.500 8.234 $1,845.39 360 1-Jun-27 $239,708.19
6998398 SANTA MARIA CA 93455 SFD 8.250 7.984 $2,313.90 360 1-Jun-27 $307,605.85
6998401 PLANO TX 75093 SFD 8.250 7.984 $4,056.84 360 1-Jun-27 $539,308.95
6998457 SUGAR LAND TX 77479 PUD 8.000 7.734 $3,461.90 360 1-Jun-27 $471,164.75
6998458 SAN DIEGO CA 92103 SFD 8.375 8.109 $3,800.36 360 1-Jun-27 $499,376.27
6998459 LOVELAND CO 80538 SFD 8.375 8.109 $3,405.12 360 1-Jun-27 $447,441.15
6998463 NEWPORT BEACH CA 92660 SFD 8.250 7.984 $6,783.94 360 1-May-27 $901,260.66
6998492 SNOWMASS VILLAGE CO 81615 PUD 8.375 8.109 $4,940.47 360 1-May-27 $648,779.49
6998504 MANHATTAN BEACH CA 90266 SFD 8.750 8.484 $3,064.98 360 1-Jun-27 $389,150.07
6998514 BERTHOUD CO 80513 SFD 8.000 7.734 $2,773.63 360 1-Jun-27 $377,491.05
6998515 EDWARDS CO 81632 SFD 7.750 7.484 $5,731.30 360 1-Jun-27 $798,867.09
6998523 KEY LARGO FL 33037 SFD 8.625 8.359 $2,800.04 360 1-Jun-27 $359,573.39
6998525 PHOENIX AZ 85044 SFD 8.250 7.984 $2,636.27 360 1-May-27 $350,234.09
6998527 ORANGE CA 92869 SFD 8.125 7.859 $1,982.47 360 1-Jun-27 $266,649.50
6998529 KATONAH NY 10536 SFD 8.375 8.109 $3,709.15 360 1-Jun-27 $487,391.25
6998537 WASILLA AK 99654 SFD 8.000 7.734 $2,641.55 360 1-Jun-27 $359,515.29
6998538 OLYMPIA WA 98516 SFD 8.000 7.734 $1,777.18 360 1-Jun-27 $241,873.89
6998542 SAN DIEGO CA 92109 SFD 8.125 7.859 $1,811.69 360 1-Jul-27 $243,840.39
6998543 CHINO HILLS CA 91709 SFD 8.375 8.109 $1,900.94 360 1-May-27 $249,630.38
6998559 WILMETTE IL 60035 SFD 8.750 8.484 $3,272.67 360 1-Jun-27 $415,519.58
6998566 RIVERVALE NJ 07675 SFD 9.250 8.984 $2,868.26 360 1-Jun-27 $348,287.11
6998568 REHOBOTH BEACH DE 19971 SFD 8.625 8.359 $2,986.71 360 1-May-27 $383,314.97
6998569 EVERGREEN CO 80439 SFD 8.125 7.859 $2,078.99 360 1-Jun-27 $279,632.44
6998570 NEWPORT COAST CA 92657 SFD 7.750 7.484 $7,164.12 360 1-Jun-27 $998,583.86
6998573 FORT COLLINS CO 80525 SFD 8.375 8.109 $3,420.32 360 1-Jun-27 $449,438.66
6998577 RAPID CITY SD 57701 SFD 8.375 8.109 $3,648.35 360 1-Jun-27 $479,401.22
6998579 SAN ANSELMO CA 94960 SFD 7.750 7.484 $3,582.06 360 1-Jun-27 $499,291.94
6998583 BURBANK CA 91504 SFD 8.125 7.859 $2,851.19 360 1-Jun-27 $383,495.92
6998585 LAS VEGAS NV 89123 SFD 8.125 7.859 $2,226.01 360 1-Jun-27 $299,406.45
6998596 HILLSBOROUGH NC 27278 SFD 8.375 8.109 $2,090.20 360 1-Jun-27 $274,656.95
6998599 NORTH OAKS MN 55127 SFD 8.375 8.109 $2,470.23 360 1-Jun-27 $324,594.59
6998600 MINNEAPOLIS MN 55405 SFD 7.875 7.609 $2,900.28 360 1-Jun-27 $399,447.63
6998601 ARDEN HILLS MN 55112 SFD 8.000 7.734 $3,081.81 360 1-Jul-27 $419,718.19
6998602 MINNETONKA MN 55305 SFD 8.500 8.234 $2,706.58 360 1-Jun-27 $351,571.99
6998603 SAN FRANCISCO CA 94123 SFD 8.125 7.859 $3,890.69 360 1-Jun-27 $523,312.14
6998604 CORONADO CA 92118 SFD 8.375 8.109 $2,584.25 360 1-Jun-27 $339,575.86
6998606 WASHINGTON DC 20015 SFD 8.375 8.109 $1,732.96 360 1-Jun-27 $227,715.59
6998612 CASPER WY 82609 SFD 8.375 8.109 $1,831.77 360 1-Jun-27 $239,493.60
6998623 GOLETA CA 93117 SFD 8.500 8.234 $1,899.22 360 1-Jun-27 $246,699.66
6998638 LIVERMORE CA 94550 SFD 8.250 7.984 $2,629.43 360 1-Jun-27 $349,552.11
6998658 TUSTIN CA 92780 SFD 8.500 8.234 $2,282.14 360 1-May-27 $296,256.75
6998659 SANTA ANA CA 92705 SFD 8.375 8.109 $2,493.04 360 1-Jul-27 $327,796.13
6998660 AUSTIN TX 78749 SFD 8.250 7.984 $2,253.80 360 1-Jun-27 $299,616.08
6998663 OLYMPIA WA 98506 SFD 7.875 7.609 $2,262.22 360 1-Jul-27 $311,785.28
6998665 REDMOND WA 98053 SFD 7.625 7.359 $2,463.12 360 1-Jun-27 $347,494.66
6998673 PLEASANTON CA 94566 SFD 7.875 7.609 $1,957.69 360 1-Jun-27 $269,627.16
6998681 LEXINGTON KY 40502 SFD 8.000 7.734 $2,025.19 360 1-Jun-27 $275,628.39
6998688 PARKER CO 80134 SFD 8.250 7.984 $2,163.65 360 1-Jun-27 $287,631.44
6998693 ROCHESTER MN 55906 SFD 8.125 7.859 $1,875.10 360 1-Jun-27 $252,207.48
6998696 MONTCLAIR NJ 07042 LCO 8.875 8.609 $210.44 240 1-Jun-17 $23,527.94
6998700 SEDONA AZ 86336 SFD 8.500 8.234 $842.34 360 1-May-27 $108,991.33
6998701 COTTONWOOD AZ 86326 SFD 8.500 8.234 $538.24 360 1-Jun-27 $69,914.88
6998702 DENVER CO 80209 SFD 8.125 7.859 $1,893.37 360 1-Jun-27 $254,665.25
6998705 SAN MATEO CA 94403 SFD 8.125 7.859 $2,301.74 360 1-Jun-27 $309,593.07
6998709 MIDLOTHIAN VA 23112 SFD 8.375 8.109 $2,226.94 360 1-Jun-27 $292,425.51
6998713 SAN DIEGO CA 92130 SFD 7.625 7.359 $3,855.35 360 1-Jul-27 $544,305.76
6998716 CHULA VISTA CA 91910 SFD 7.500 7.234 $1,222.93 360 1-Apr-27 $174,375.90
6998721 BLOOMFIELD HILLS MI 48304 SFD 8.375 8.109 $2,850.27 360 1-Jul-27 $374,766.92
6998725 BEDFORD NH 03110 SFD 8.250 7.984 $1,957.43 360 1-Jun-27 $260,216.56
6998729 ENGLEWOOD CO 80111 SFD 8.375 8.109 $1,915.38 360 1-Jun-27 $251,660.94
6998730 CENTREVILLE VA 20120 SFD 7.750 7.484 $1,748.05 360 1-Jun-27 $243,654.45
6998731 SAN DIEGO CA 92131 SFD 8.125 7.859 $2,135.79 360 1-Jun-27 $287,272.41
6998732 BELMONT MA 02178 SFD 7.625 7.359 $2,261.40 360 1-Jan-27 $317,850.12
6998734 HAWTHORN WOODS IL 60047 SFD 7.750 7.484 $2,372.76 360 1-Jun-27 $330,730.97
6998735 LAS VEGAS NV 89110 SFD 8.000 7.734 $1,833.05 360 1-Jul-27 $249,647.38
6998737 ASPEN CO 81611 LCO 8.500 8.234 $584.37 360 1-Jun-27 $75,907.60
6998740 SCOTTSDALE AZ 85255 SFD 8.125 7.859 $2,672.99 360 1-Jun-27 $359,527.43
6998742 LOMPOC CA 93436 SFD 8.000 7.734 $2,586.52 360 1-Jun-27 $352,025.38
6998743 LITTLE SILVER NJ 07739 SFD 8.625 8.359 $4,977.85 360 1-Jun-27 $639,241.58
6998746 BOTHELL WA 98011 SFD 8.000 7.734 $1,628.96 360 1-Jun-27 $221,701.09
6998750 CAMARILLO CA 93010 SFD 7.375 7.109 $1,938.38 360 1-Jun-27 $280,221.59
6998751 SAN JOSE CA 95138 SFD 8.125 7.859 $1,866.64 360 1-Jun-27 $251,069.98
6998752 CASTRO VALLEY CA 94552 SFD 8.250 7.984 $2,156.14 360 1-May-27 $286,447.18
6998753 SAN JOSE CA 95132 SFD 8.250 7.984 $2,453.30 360 1-Jul-27 $326,346.77
6998757 GENEVA IL 60134 SFD 8.625 8.359 $1,952.25 360 1-Jun-27 $250,702.56
6998758 SAINT CHARLES IL 60174 SFD 8.125 7.859 $1,633.49 360 1-Jun-27 $219,709.50
6998765 EAST ORLEANS MA 02643 SFD 8.375 8.109 $1,860.66 360 1-May-27 $244,138.23
6998767 HERNDON VA 22071 SFD 7.625 7.359 $1,574.13 360 1-Jun-27 $222,077.05
6998768 BURKE VA 22015 PUD 8.000 7.734 $1,683.26 360 1-Jun-27 $229,086.97
6998769 CENTREVILLE VA 22020 SFD 7.750 7.484 $1,647.03 360 1-Jun-27 $229,574.43
6998770 WASHINGTON DC 20015 SFD 8.125 7.859 $1,960.19 360 1-May-27 $263,478.41
6998771 LONDONDERRY NH 03053 SFD 8.625 8.359 $1,833.25 360 1-Jun-27 $235,420.68
6998773 EUGENE OR 97405 SFD 8.375 8.109 $1,816.57 360 1-Jun-27 $238,517.15
6998775 SANFORD NC 27330 SFD 8.375 8.109 $1,723.84 360 1-Jun-27 $226,517.09
6998776 NORTH WALES PA 19454 SFD 7.625 7.359 $1,911.04 360 1-May-27 $269,410.02
6998778 SNOWMASS VILLAGE CO 81615 LCO 8.500 8.234 $2,498.97 360 1-Jun-27 $324,604.83
6998780 BAILEY CO 80421 SFD 8.250 7.984 $1,791.02 360 1-Jun-27 $238,094.91
6998781 WASHINGTON TWP NJ 07853 SFD 8.500 8.234 $2,337.50 360 1-Jul-27 $303,815.83
6998782 MADISON NJ 07940 SFD 8.500 8.234 $2,041.47 360 1-Jul-27 $265,321.39
6998784 AUGUSTA GA 30909 PUD 8.250 7.984 $2,140.36 360 1-Jul-27 $284,718.33
6998785 PLEASANTON CA 94566 SFD 8.125 7.859 $1,692.89 360 1-Jun-27 $227,700.60
6998787 SIOUX FALLS SD 57105 SFD 8.375 8.109 $1,808.97 360 1-Jul-27 $237,852.07
6998790 AUBURN WA 98092 SFD 8.500 8.234 $1,929.97 360 1-May-27 $250,540.60
6998791 OAKLAND CA 94611 SFD 8.500 8.234 $1,883.84 360 1-Jun-27 $244,702.11
6998792 SIERRA MADRE CA 91024 SFD 8.000 7.734 $1,834.41 360 1-Jun-27 $249,663.40
6998793 YUCAIPA CA 92399 SFD 8.625 8.359 $1,773.36 360 1-Jun-27 $227,729.81
6998794 SAN JOSE CA 95126 SFD 8.625 8.359 $1,847.25 360 1-May-27 $237,076.31
6998795 SANTA CLARITA CA 91321 SFD 8.125 7.859 $1,900.79 360 1-May-27 $255,494.22
6998796 SAN CARLOS CA 94070 SFD 8.375 8.109 $2,565.24 360 1-Jul-27 $337,290.23
6998797 MORGAN HILL CA 95037 SFD 7.750 7.484 $1,633.42 360 1-Jul-27 $227,839.08
6998798 ALAMEDA CA 94502 SFD 8.125 7.859 $3,561.02 360 1-Jul-27 $479,286.27
6998799 RAMSEY MN 55303 SFD 8.125 7.859 $1,762.69 360 1-May-27 $236,930.96
6998800 LOS GATOS CA 95030 SFD 8.000 7.734 $2,794.18 360 1-Jul-27 $380,543.67
6998801 RENO NV 89511 SFD 8.125 7.859 $2,494.79 360 1-Apr-27 $335,111.87
6998802 HUNTSVILLE UT 84317 SFD 8.375 8.109 $2,736.26 360 1-May-27 $357,093.41
6998804 DURHAM NC 27707 SFD 8.000 7.734 $1,761.04 360 1-Jun-27 $239,676.85
6998805 PISMO BEACH CA 93401 SFD 8.125 7.859 $1,871.09 360 1-Jun-27 $251,669.20
6998806 FAIRVIEW PA 16415 SFD 8.250 7.984 $2,018.65 360 1-Jun-27 $268,356.14
6998807 SEAFORD VA 23696 SFD 8.000 7.734 $1,916.96 360 1-Jul-27 $261,074.71
6998808 ANGWIN CA 94508 SFD 8.875 8.609 $2,259.63 360 1-Jun-27 $283,680.40
6998810 MANORVILLE NY 11949 SFD 8.000 7.734 $1,806.16 360 1-Jun-27 $245,818.58
6998813 MINNEAPOLIS MN 55416 SFD 8.125 7.859 $3,418.46 360 1-Mar-27 $458,873.62
$125,117,678.05
</TABLE>
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN INSURANCE SERVICE MORTGAGE SERVICE
NUMBER LTV SUBSIDY CODE FEE LOAN FEE
- ------ --- ------- ---- --- ---- ---
2098127 68.51 0.250 0.016
2105969 95.00 33 0.250 0.016
2115319 80.00 0.250 0.016
2139086 65.06 0.250 0.016
2167902 75.95 0.250 0.016
6042912 59.20 0.250 0.016
6048070 84.86 24 0.250 0.016
6072166 74.63 0.250 0.016
6075538 88.95 06 0.250 0.016
6080582 54.95 0.250 0.016
6082414 87.74 33 0.250 0.016
6087164 66.67 0.250 0.016
6089302 90.00 06 0.250 0.016
6089771 81.29 06 0.250 0.016
6091877 79.99 0.250 0.016
6097279 84.79 33 0.250 0.016
6111711 75.47 0.250 0.016
6127935 77.14 0.250 0.016
6152087 61.27 0.250 0.016
6152739 78.65 0.250 0.016
6153784 63.47 0.250 0.016
6160597 90.00 12 0.250 0.016
6161894 89.99 13 0.250 0.016
6162032 89.99 33 0.250 0.016
6163226 37.63 0.250 0.016
6165729 93.70 11 0.250 0.016
6166311 67.27 0.250 0.016
6168435 79.99 0.250 0.016
6170595 80.00 0.250 0.016
6172667 75.61 0.250 0.016
6177807 76.86 0.250 0.016
6180151 80.00 0.250 0.016
6180835 53.67 0.250 0.016
6182395 75.00 0.250 0.016
6182854 80.00 0.250 0.016
6184061 90.00 33 0.250 0.016
6184112 80.00 0.250 0.016
6187686 89.46 33 0.250 0.016
6191913 70.00 0.250 0.016
6194870 73.33 0.250 0.016
6195196 90.00 12 0.250 0.016
6202476 95.00 33 0.250 0.016
6211575 58.48 0.250 0.016
6219573 87.84 33 0.250 0.016
6234549 90.00 13 0.250 0.016
6236230 80.00 0.250 0.016
6255763 79.99 0.250 0.016
6256781 80.00 0.250 0.016
6257048 80.00 0.250 0.016
6257161 80.00 0.250 0.016
6262223 77.99 0.250 0.016
6262291 80.00 0.250 0.016
6262768 67.74 0.250 0.016
6263089 68.97 0.250 0.016
6265760 90.00 11 0.250 0.016
6266073 55.40 0.250 0.016
6266173 80.00 0.250 0.016
6266761 95.00 06 0.250 0.016
6267209 80.00 0.250 0.016
6270884 80.00 0.250 0.016
6272829 80.00 0.250 0.016
6275265 69.62 0.250 0.016
6276181 68.97 0.250 0.016
6277587 77.67 0.250 0.016
6277756 80.00 0.250 0.016
6278458 90.00 33 0.250 0.016
6278554 80.00 0.250 0.016
6279035 70.00 0.250 0.016
6279500 90.00 33 0.250 0.016
6280024 75.00 0.250 0.016
6281470 90.00 33 0.250 0.016
6282105 90.00 33 0.250 0.016
6282278 82.87 11 0.250 0.016
6283447 54.79 0.250 0.016
6284332 61.22 0.250 0.016
6287855 80.00 0.250 0.016
6287946 75.00 0.250 0.016
6287988 65.75 0.250 0.016
6288522 80.00 0.250 0.016
6289679 80.00 0.250 0.016
6290545 95.00 11 0.250 0.016
6291217 51.40 0.250 0.016
6291957 80.00 0.250 0.016
6294543 61.99 0.250 0.016
6294974 73.77 0.250 0.016
6295432 78.95 0.250 0.016
6297934 74.02 0.250 0.016
6298049 69.07 0.250 0.016
6299099 84.99 11 0.250 0.016
6299508 50.00 0.250 0.016
6300957 95.00 33 0.250 0.016
6301522 79.99 0.250 0.016
6301858 60.32 0.250 0.016
6301993 80.00 0.250 0.016
6302030 90.00 17 0.250 0.016
6302167 80.00 0.250 0.016
6302261 58.46 0.250 0.016
6302820 70.00 0.250 0.016
6304617 67.59 0.250 0.016
6304788 90.00 33 0.250 0.016
6307021 80.00 0.250 0.016
6307567 95.00 24 0.250 0.016
6308697 80.00 0.250 0.016
6309705 66.92 0.250 0.016
6310286 66.67 0.250 0.016
6311168 68.49 0.250 0.016
6312620 95.00 33 0.250 0.016
6312774 80.00 0.250 0.016
6313519 75.38 0.250 0.016
6314548 76.60 0.250 0.016
6314553 95.00 24 0.250 0.016
6314909 80.00 0.250 0.016
6315046 80.00 0.250 0.016
6315761 80.00 0.250 0.016
6315968 80.00 0.250 0.016
6317074 75.00 0.250 0.016
6317934 77.19 0.250 0.016
6318110 80.00 0.250 0.016
6318217 80.00 0.250 0.016
6318564 80.00 0.250 0.016
6318825 95.00 33 0.250 0.016
6319068 80.00 0.250 0.016
6320382 65.36 0.250 0.016
6320433 90.00 11 0.250 0.016
6320471 69.97 0.250 0.016
6321519 79.99 0.250 0.016
6321933 68.50 0.250 0.016
6322090 90.00 33 0.250 0.016
6322869 64.71 0.250 0.016
6323371 62.50 0.250 0.016
6323833 89.94 24 0.250 0.016
6324220 53.20 0.250 0.016
6324996 90.00 06 0.250 0.016
6325175 80.00 0.250 0.016
6326142 58.54 0.250 0.016
6326414 80.00 0.250 0.016
6326552 88.57 33 0.250 0.016
6328044 90.00 33 0.250 0.016
6329548 80.00 0.250 0.016
6329646 70.00 0.250 0.016
6330219 61.63 0.250 0.016
6330532 90.00 33 0.250 0.016
6330547 68.57 0.250 0.016
6330572 76.00 0.250 0.016
6330717 95.00 33 0.250 0.016
6330982 95.00 12 0.250 0.016
6331530 48.78 0.250 0.016
6333177 80.00 0.250 0.016
6333757 63.64 0.250 0.016
6334073 80.00 0.250 0.016
6334856 90.00 13 0.250 0.016
6335678 74.60 0.250 0.016
6336637 74.96 0.250 0.016
6336989 80.00 0.250 0.016
6337707 94.99 13 0.250 0.016
6338068 73.33 0.250 0.016
6339073 88.50 33 0.250 0.016
6339128 80.00 0.250 0.016
6339183 80.00 0.250 0.016
6339357 80.00 0.250 0.016
6340352 72.57 0.250 0.016
6340615 70.00 0.250 0.016
6340955 90.00 24 0.250 0.016
6341420 94.98 13 0.250 0.016
6342482 80.00 0.250 0.016
6343211 90.00 33 0.250 0.016
6343981 86.07 33 0.250 0.016
6344074 90.00 17 0.250 0.016
6344383 70.00 0.250 0.016
6344413 80.00 0.250 0.016
6344483 65.54 0.250 0.016
6344747 80.00 0.250 0.016
6345002 90.00 17 0.250 0.016
6345724 95.00 06 0.250 0.016
6345975 95.00 01 0.250 0.016
6346467 71.96 0.250 0.016
6346591 62.50 0.250 0.016
6347151 80.00 0.250 0.016
6347515 80.00 0.250 0.016
6348997 80.00 0.250 0.016
6349209 75.00 0.250 0.016
6349466 80.04 0.250 0.016
6349680 63.24 0.250 0.016
6350815 84.71 33 0.250 0.016
6351063 80.00 0.250 0.016
6351362 80.00 0.250 0.016
6351409 69.73 0.250 0.016
6352109 74.94 0.250 0.016
6352525 95.00 33 0.250 0.016
6353324 89.92 13 0.250 0.016
6353438 80.00 0.250 0.016
6353887 67.57 0.250 0.016
6353996 80.00 0.250 0.016
6355827 95.00 24 0.250 0.016
6355869 79.91 0.250 0.016
6356334 80.00 0.250 0.016
6356630 71.18 0.250 0.016
6357816 95.00 11 0.250 0.016
6358351 58.10 0.250 0.016
6359002 79.88 0.250 0.016
6359004 78.69 0.250 0.016
6359638 80.00 0.250 0.016
6360221 57.12 0.250 0.016
6360394 80.00 0.250 0.016
6360582 49.97 0.250 0.016
6360769 95.00 24 0.250 0.016
6360934 75.00 0.250 0.016
6361516 80.00 0.250 0.016
6361564 47.46 0.250 0.016
6364908 85.00 06 0.250 0.016
6365950 79.99 0.250 0.016
6366270 90.00 12 0.250 0.016
6366285 80.00 0.250 0.016
6366433 80.00 0.250 0.016
6366564 80.00 0.250 0.016
6367536 93.71 11 0.250 0.016
6367948 80.00 0.250 0.016
6368324 79.28 0.250 0.016
6368440 78.57 0.250 0.016
6369158 80.00 0.250 0.016
6369423 49.99 0.250 0.016
6369430 85.00 06 0.250 0.016
6369437 95.00 06 0.250 0.016
6369684 71.88 0.250 0.016
6369823 75.76 0.250 0.016
6369965 80.00 0.250 0.016
6370065 75.00 0.250 0.016
6370840 80.00 0.250 0.016
6371044 50.00 0.250 0.016
6372162 80.00 0.250 0.016
6372412 70.00 0.250 0.016
6372832 70.00 0.250 0.016
6373258 80.00 0.250 0.016
6373639 80.00 0.250 0.016
6373925 59.33 0.250 0.016
6374326 74.63 0.250 0.016
6375064 85.00 11 0.250 0.016
6376080 90.00 33 0.250 0.016
6376321 95.00 33 0.250 0.016
6376411 86.98 11 0.250 0.016
6376432 66.48 0.250 0.016
6377336 89.99 33 0.250 0.016
6377478 75.00 0.250 0.016
6377669 70.00 0.250 0.016
6380196 80.00 0.250 0.016
6380558 75.00 0.250 0.016
6380662 64.04 0.250 0.016
6380909 80.00 0.250 0.016
6383175 70.00 0.250 0.016
6384121 80.00 0.250 0.016
6384219 60.08 0.250 0.016
6384577 95.00 13 0.250 0.016
6385061 80.00 0.250 0.016
6386060 80.00 0.250 0.016
6386324 80.00 0.250 0.016
6387163 80.00 0.250 0.016
6388096 80.00 0.250 0.016
6388589 76.62 0.250 0.016
6388693 80.00 0.250 0.016
6389459 95.00 11 0.250 0.016
6389781 67.11 0.250 0.016
6390194 62.30 0.250 0.016
6393051 95.00 11 0.250 0.016
6393097 95.00 12 0.250 0.016
6394061 79.96 0.250 0.016
6394347 66.96 0.250 0.016
6394738 80.00 0.250 0.016
6395213 73.75 0.250 0.016
6395480 89.79 11 0.250 0.016
6397362 50.00 0.250 0.016
6398240 51.30 0.250 0.016
6398550 64.10 0.250 0.016
6399084 84.14 13 0.250 0.016
6399110 80.00 0.250 0.016
6399834 17.65 0.250 0.016
6402704 60.29 0.250 0.016
6403244 59.52 0.250 0.016
6404539 57.32 0.250 0.016
6404606 78.00 0.250 0.016
6406352 75.00 0.250 0.016
6407722 80.00 0.250 0.016
6407958 80.00 0.250 0.016
6408088 80.00 0.250 0.016
6408118 89.90 33 0.250 0.016
6408964 70.00 0.250 0.016
6409051 80.00 0.250 0.016
6410341 69.98 0.250 0.016
6410792 77.45 0.250 0.016
6412110 80.00 0.250 0.016
6412474 90.00 06 0.250 0.016
6414520 50.00 0.250 0.016
6414625 70.00 0.250 0.016
6415141 80.00 0.250 0.016
6415439 80.00 0.250 0.016
6415495 57.03 0.250 0.016
6417601 75.00 0.250 0.016
6419114 79.99 0.250 0.016
6420637 80.00 0.250 0.016
6420845 90.00 17 0.250 0.016
6423348 69.23 0.250 0.016
6428660 47.37 0.250 0.016
6996183 80.52 0.250 0.016
6997217 80.00 0.250 0.016
6997771 80.00 0.250 0.016
6997845 80.00 0.250 0.016
6997978 80.00 0.250 0.016
6998095 95.00 24 0.250 0.016
6998217 80.00 0.250 0.016
6998370 80.00 0.250 0.016
6998398 70.00 0.250 0.016
6998401 60.00 0.250 0.016
6998457 79.99 0.250 0.016
6998458 69.77 0.250 0.016
6998459 80.00 0.250 0.016
6998463 56.44 0.250 0.016
6998492 74.29 0.250 0.016
6998504 80.00 0.250 0.016
6998514 78.26 0.250 0.016
6998515 62.50 0.250 0.016
6998523 80.00 0.250 0.016
6998525 90.00 01 0.250 0.016
6998527 56.21 0.250 0.016
6998529 80.00 0.250 0.016
6998537 80.00 0.250 0.016
6998538 94.98 17 0.250 0.016
6998542 84.14 33 0.250 0.016
6998543 90.00 13 0.250 0.016
6998559 80.00 0.250 0.016
6998566 95.00 06 0.250 0.016
6998568 80.00 0.250 0.016
6998569 64.37 0.250 0.016
6998570 45.98 0.250 0.016
6998573 66.13 0.250 0.016
6998577 80.00 0.250 0.016
6998579 63.90 0.250 0.016
6998583 75.00 0.250 0.016
6998585 61.18 0.250 0.016
6998596 72.37 0.250 0.016
6998599 50.00 0.250 0.016
6998600 36.36 0.250 0.016
6998601 80.00 0.250 0.016
6998602 80.00 0.250 0.016
6998603 80.00 0.250 0.016
6998604 80.00 0.250 0.016
6998606 80.00 0.250 0.016
6998612 79.28 0.250 0.016
6998623 95.00 33 0.250 0.016
6998638 76.42 0.250 0.016
6998658 80.00 0.250 0.016
6998659 80.00 0.250 0.016
6998660 80.00 0.250 0.016
6998663 77.61 0.250 0.016
6998665 80.00 0.250 0.016
6998673 56.84 0.250 0.016
6998681 80.00 0.250 0.016
6998688 80.00 0.250 0.016
6998693 80.00 0.250 0.016
6998696 80.00 0.250 0.016
6998700 70.00 0.250 0.016
6998701 37.84 0.250 0.016
6998702 68.55 0.250 0.016
6998705 80.00 0.250 0.016
6998709 95.00 33 0.250 0.016
6998713 79.99 0.250 0.016
6998716 68.62 0.250 0.016
6998721 79.79 0.250 0.016
6998725 90.00 17 0.250 0.016
6998729 80.00 0.250 0.016
6998730 80.00 0.250 0.016
6998731 89.89 24 0.250 0.016
6998732 90.00 33 0.250 0.016
6998734 80.00 0.250 0.016
6998735 83.80 17 0.250 0.016
6998737 39.07 0.250 0.016
6998740 80.00 0.250 0.016
6998742 74.60 0.250 0.016
6998743 80.00 0.250 0.016
6998746 80.00 0.250 0.016
6998750 79.99 0.250 0.016
6998751 80.00 0.250 0.016
6998752 79.98 0.250 0.016
6998753 80.00 0.250 0.016
6998757 79.43 0.250 0.016
6998758 61.03 0.250 0.016
6998765 90.00 11 0.250 0.016
6998767 80.00 0.250 0.016
6998768 80.00 0.250 0.016
6998769 69.69 0.250 0.016
6998770 80.00 0.250 0.016
6998771 80.00 0.250 0.016
6998773 79.93 0.250 0.016
6998775 90.00 11 0.250 0.016
6998776 79.78 0.250 0.016
6998778 69.89 0.250 0.016
6998780 90.00 11 0.250 0.016
6998781 80.00 0.250 0.016
6998782 90.00 33 0.250 0.016
6998784 95.00 13 0.250 0.016
6998785 80.00 0.250 0.016
6998787 94.82 06 0.250 0.016
6998790 66.31 0.250 0.016
6998791 66.58 0.250 0.016
6998792 31.25 0.250 0.016
6998793 80.00 0.250 0.016
6998794 48.97 0.250 0.016
6998795 80.00 0.250 0.016
6998796 90.00 17 0.250 0.016
6998797 80.00 0.250 0.016
6998798 80.00 0.250 0.016
6998799 95.00 01 0.250 0.016
6998800 80.00 0.250 0.016
6998801 80.00 0.250 0.016
6998802 58.06 0.250 0.016
6998804 80.00 0.250 0.016
6998805 70.00 0.250 0.016
6998806 94.98 11 0.250 0.016
6998807 95.00 33 0.250 0.016
6998808 80.00 0.250 0.016
6998810 90.00 33 0.250 0.016
6998813 80.00 0.250 0.016
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick, Maryland]
<TABLE>
<CAPTION>
NASCOR
NMI / 1997-12 Exhibit F-2
20 & 30 YEAR FIXED RATE NON-RELOCATION LOANS
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>
4522676 SELDEN NY 11784 SFD 8.500 8.234 $749.70 360 1-Jul-27 $97,440.92
4525250 SOUTHAMPTON NY 11968 SFD 8.500 8.234 $2,383.64 360 1-Aug-27 $310,000.00
4530809 SOUTHOLD NY 11971 SFD 8.375 8.109 $3,277.82 360 1-Jun-27 $430,712.03
4545289 MISSOULA MT 59801 SFD 8.125 7.859 $1,865.16 360 1-Jul-27 $251,035.67
4545842 BLOOMING GLEN ROAD PA 18927 SFD 7.750 7.484 $1,791.03 360 1-Jun-27 $249,645.97
4554618 CAPE CORAL FL 33909 SFD 8.500 8.234 $545.55 360 1-Jul-27 $70,907.02
4558981 NAGS HEAD NC 27959 PUD 8.250 7.984 $1,711.39 360 1-Jul-27 $227,654.74
4561624 MILPITAS CA 95035 LCO 8.375 8.109 $1,809.36 360 1-Jul-27 $237,902.03
4562417 SEATTLE WA 98107 PUD 8.250 7.984 $1,908.22 360 1-Jul-27 $253,838.03
4562783 MIDDLETOWN NJ 07748 SFD 8.250 7.984 $1,857.14 360 1-Feb-27 $246,237.75
4563053 PALO ALTO CA 94306 SFD 8.000 7.734 $2,450.78 360 1-Aug-27 $334,000.00
4566423 LEONIA NJ 07605 SFD 8.500 8.234 $968.84 360 1-Jul-27 $125,923.66
4567785 NEW VERNON NJ 07960 SFD 8.250 7.984 $2,298.88 360 1-Aug-27 $306,000.00
4569200 BEDFORD NY 10506 SFD 8.500 8.234 $3,075.66 360 1-Jun-27 $399,513.63
4570202 REDMOND WA 98053 SFD 8.000 7.734 $1,812.77 360 1-Jun-27 $246,717.36
4571201 HAMBURG NJ 07419 SFD 8.250 7.984 $1,002.94 360 1-Jul-27 $133,414.87
4571991 PLEASANT HILL CA 94523 SFD 8.125 7.859 $1,663.19 360 1-Feb-27 $223,105.79
4572563 RICHMOND HILL NY 11418 SFD 8.250 7.984 $1,400.36 360 1-Jul-27 $186,281.14
4572597 WESTFIELD NJ 07090 SFD 8.250 7.984 $2,216.24 360 1-Jul-27 $294,811.89
4572626 DALLAS TX 75217 SFD 8.375 8.109 $3,268.32 360 1-Aug-27 $430,000.00
4572984 PROVIDENCE RI 02906 SFD 7.750 7.484 $1,604.77 360 1-Aug-27 $224,000.00
4573526 ORANGE NJ 07052 SFD 7.875 7.609 $2,856.78 360 1-Aug-27 $394,000.00
4574584 WASHINGTON DC 20016 SFD 8.125 7.859 $2,598.75 360 1-Jul-27 $349,771.04
4575710 RIVERDALE NY 10463 MF2 8.250 7.984 $2,764.67 360 1-Jul-27 $367,765.33
4576182 WESTFIELD NJ 07090 SFD 8.000 7.734 $1,790.39 360 1-Aug-27 $244,000.00
4576853 BROOKLYN NY 11226 SFD 8.125 7.859 $2,190.37 360 1-Jun-27 $294,612.75
4577006 WESTFIELD NJ 07090 SFD 8.875 8.609 $2,380.97 360 1-Jul-27 $299,082.23
4577687 HOFFMAN ESTATES IL 60195 SFD 8.125 7.859 $1,796.85 360 1-Jul-27 $241,841.69
4578496 BOCA RATON FL 33496 SFD 8.750 8.484 $4,598.27 360 1-Jul-27 $584,163.71
4578924 VILLANOVA PA 19085 SFD 8.375 8.109 $2,778.83 360 1-Jul-27 $365,151.58
4579095 VALDOSTA GA 31602 SFD 8.500 8.234 $1,916.52 360 1-Jul-27 $249,099.01
4579167 NEW YORK NY 10016 HCO 8.250 7.984 $2,366.49 360 1-Aug-27 $315,000.00
4579498 BELMONT MA 02178 SFD 8.250 7.984 $1,893.19 360 1-Jun-27 $251,677.52
4579734 HUNTINGTON STATION NY 11746 SFD 7.750 7.484 $1,996.65 360 1-Aug-27 $278,700.00
4579925 UPPER PROVIDENCE TOPA 19426 SFD 7.625 7.359 $1,840.27 360 1-Apr-27 $259,240.05
4580475 HOPEWELL JUNCTION NY 12533 SFD 8.500 8.234 $2,552.41 360 1-Jul-27 $331,748.90
4580496 ELKTON MD 21921 SFD 7.500 7.234 $1,929.84 360 1-Mar-27 $274,962.92
4580555 NEW MILFORD NJ 07646 SFD 8.375 8.109 $1,568.79 360 1-Aug-27 $206,400.00
4580930 BROOKLYN NY 11234 MF2 8.250 7.984 $2,772.17 360 1-Jul-27 $368,764.71
4581006 ZIONSVILLE IN 46077 SFD 8.125 7.859 $1,908.93 348 1-Apr-26 $254,263.08
4581095 PACIFIC PALISADES CA 90272 SFD 7.875 7.609 $4,930.48 360 1-Jul-27 $679,532.02
4581176 MENDHAM TOWNSHIP NJ 07945 SFD 7.875 7.609 $2,465.24 360 1-Jun-27 $339,530.49
4581629 SCARSDALE NY 10583 SFD 8.000 7.734 $2,348.05 360 1-Aug-27 $320,000.00
4581892 DAVIE FL 33328 SFD 8.750 8.484 $2,360.10 360 1-Apr-27 $299,302.01
4582127 SAN FRANCISCO CA 94123 SFD 8.000 7.734 $6,016.87 360 1-Jul-27 $819,449.80
4582655 SAN ANTONIO TX 78230 SFD 8.375 8.109 $2,420.07 360 1-Jul-27 $318,202.10
4583335 BETHPAGE NY 11714 SFD 8.000 7.734 $1,001.59 360 1-Aug-27 $136,500.00
4583444 SHAMONG NJ 08088 SFD 8.250 7.984 $2,884.87 360 1-May-27 $383,260.33
4583557 WAYNE PA 19087 SFD 7.750 7.484 $2,829.83 360 1-Jul-27 $394,721.21
4583819 PRINCETON NJ 08540 SFD 7.875 7.609 $1,957.69 360 1-Jul-27 $269,814.19
4584066 CORAL SPRINGS FL 33065 SFD 8.200 7.934 $822.53 360 1-Jan-27 $109,493.66
4584382 LONG BEACH NY 11561 LCO 8.050 7.784 $455.63 360 1-Jan-27 $61,506.75
4584580 AURORA OR 97002 SFD 8.375 8.109 $2,255.13 360 1-May-27 $296,142.90
4584627 ASTORIA NY 11105 SFD 8.500 8.234 $1,353.29 360 1-Jun-27 $175,758.74
4585053 MOUNT SINAI NY 11766 SFD 8.000 7.734 $2,067.02 360 1-Jul-27 $281,510.98
4585480 BOCA RATON FL 33433 SFD 8.375 8.109 $2,040.79 360 1-Jun-27 $268,165.07
4585965 HUNTINGTON BEACH CA 92648 SFD 8.050 7.784 $3,644.98 360 1-Feb-27 $492,396.39
4585975 SALINAS CA 93908 SFD 8.375 8.109 $2,637.46 360 1-Jul-27 $346,784.31
4586076 MARLBORO NJ 07746 SFD 8.750 8.484 $5,113.55 360 1-May-27 $648,869.90
4586381 EAST HILLS NY 11576 SFD 8.500 8.234 $2,048.39 360 1-Jul-27 $266,238.61
4586648 FRANKLIN SQUARE NY 11010 SFD 8.500 8.234 $1,187.20 360 1-Jul-27 $154,306.47
4586810 SOUTH OGDEN UT 84405 SFD 8.250 7.984 $1,840.60 360 1-Jul-27 $244,843.78
4586849 MT. VERNON WA 98273 SFD 8.000 7.734 $2,514.61 360 1-Jun-27 $342,005.56
4588004 BEDFORD NH 03110 SFD 8.375 8.109 $2,007.94 240 1-Jul-17 $233,121.70
4588098 WEST LINN OR 97068 SFD 8.125 7.859 $1,704.03 360 1-Jun-27 $229,099.29
4588207 MADISON NJ 07940 SFD 8.625 8.359 $1,785.81 360 1-Jun-27 $229,327.91
4588477 LINCOLN NE 68512 SFD 8.375 8.109 $4,063.35 360 1-Jul-27 $534,267.71
4588617 JERICHO NY 11753 LCO 8.125 7.859 $1,781.99 360 1-Jul-27 $239,843.01
4588742 CARLSBAD CA 92009 SFD 8.500 8.234 $3,908.39 360 1-Jun-27 $507,681.96
4588779 GOLDENS BRIDGE NY 10526 SFD 8.375 8.109 $2,660.25 360 1-Jul-27 $349,782.46
4588913 BASKING RIDGE NJ 07920 SFD 7.625 7.359 $1,592.54 360 1-Jul-27 $224,837.15
4589264 GATLINBURG TN 37738 SFD 7.875 7.609 $1,232.62 360 1-Jul-27 $169,883.01
4589310 LEONARDO NJ 07737 SFD 8.250 7.984 $2,349.59 360 1-Jul-27 $312,550.57
4589407 SARASOTA FL 34239 SFD 8.200 7.934 $560.82 360 1-Feb-27 $74,705.09
4589469 GLEN HEAD NY 11545 SFD 8.500 8.234 $2,160.65 360 1-Jul-27 $280,829.77
4589591 STANFORDVILLE NY 12581 SFD 8.625 8.359 $1,088.91 360 1-Jul-27 $139,917.34
4589681 BEDFORD NH 03110 SFD 8.625 8.359 $1,715.03 360 1-Jun-27 $220,238.69
4590453 FRANKLIN LAKES NJ 07417 SFD 8.375 8.109 $2,432.24 360 1-Jul-27 $319,801.09
4590636 HAMPTON BAYS NY 11946 SFD 8.500 8.234 $768.92 360 1-Aug-27 $100,000.00
4590751 GREELEY CO 80634 SFD 8.375 8.109 $1,696.49 360 1-Jun-27 $222,921.55
4590754 LONGMONT CO 80501 SFD 8.500 8.234 $2,306.74 360 1-Jun-27 $299,635.23
4591180 LATTINGTOWN NY 11560 SFD 8.250 7.984 $4,131.97 360 1-Jul-27 $549,649.28
4591192 ROCKVILLE CENTRE NY 11570 SFD 8.125 7.859 $2,049.30 360 1-Jul-27 $275,819.45
4591457 BERNARDS NJ 07920 SFD 8.375 8.109 $2,310.62 360 1-Aug-27 $304,000.00
4591489 KEY LARGE FL 33037 SFD 8.375 8.109 $2,280.22 360 1-Jul-27 $299,813.53
4591523 OAKTON VA 22033 SFD 8.000 7.734 $1,930.91 360 1-Jun-27 $262,795.68
4591759 BEND OR 97701 SFD 8.125 7.859 $1,781.99 360 1-Jun-27 $239,684.96
4592050 SEAFORD NY 11783 SFD 8.625 8.359 $1,337.80 360 1-Jul-27 $171,898.45
4592057 FARMINGTON UT 84025 SFD 8.125 7.859 $1,770.86 360 1-May-27 $238,028.78
4592060 FAIRHOPE AL 36532 SFD 8.500 8.234 $1,740.82 360 1-May-27 $225,985.62
4592152 BURBANK CA 91506 SFD 7.875 7.609 $2,436.24 360 1-Jul-27 $335,768.76
4592232 BRIAN HEAD UT 84719 SFD 8.625 8.359 $2,858.38 360 1-Jul-27 $367,283.03
4592266 PLAINVIEW NY 11803 SFD 8.500 8.234 $1,628.56 360 1-Jul-27 $211,671.69
4592372 EUGENE OR 97401 SFD 8.625 8.359 $1,750.03 360 1-Jul-27 $224,867.16
4592433 RENO NV 89511 SFD 8.375 8.109 $2,531.05 360 1-Jul-27 $332,793.01
4592497 HILLSDALE NJ 07642 SFD 8.875 8.609 $1,145.73 360 1-Jul-27 $143,919.27
4592633 EDINA MN 55436 SFD 8.250 7.984 $3,365.68 360 1-Jul-27 $447,714.32
4592723 DENVER CO 80220 SFD 8.375 8.109 $3,454.53 360 1-Jul-27 $454,217.50
4592764 ALPINE UT 84004 SFD 8.500 8.234 $1,730.06 360 1-Jun-27 $224,726.41
4592950 ALEXANDRIA VA 22310 SFD 7.750 7.484 $1,633.42 360 1-Jul-27 $227,839.08
4593290 MINNETONKA MN 55343 SFD 8.500 8.234 $3,460.11 360 1-Jun-27 $449,452.85
4593395 CHESTERFIELD MO 63005 SFD 8.875 8.609 $1,802.74 360 1-Jun-27 $226,320.00
4593597 ELIJAY GA 30539 SFD 8.750 8.484 $409.09 360 1-May-27 $51,909.58
4593773 GAINESVILLE GA 30506 SFD 8.250 7.984 $2,065.98 360 1-Jun-27 $274,648.08
4593967 TUCSON AZ 85737 SFD 8.125 7.859 $2,004.75 360 1-Jun-27 $269,645.56
4593973 BAYPORT NY 11705 SFD 8.125 7.859 $902.88 360 1-Jun-27 $121,440.37
4594451 BROOKFIELD CT 06804 SFD 7.750 7.484 $2,865.65 360 1-Jul-27 $399,717.68
4594527 WHITE PLAINS NY 10605 SFD 8.000 7.734 $1,929.81 360 1-Jul-27 $262,823.52
4594545 SPRING GROVE PA 17362 SFD 8.375 8.109 $1,725.37 360 1-Jul-27 $226,849.45
4594560 SHREVEPORT LA 71119 SFD 8.250 7.984 $2,163.65 360 1-Jun-27 $287,631.44
4594633 RUTHERFORD NJ 07070 SFD 8.625 8.359 $933.35 360 1-Jul-27 $119,929.15
4594634 MCKINNEY TX 75070 SFD 8.250 7.984 $2,100.55 360 1-Jul-27 $279,421.70
4594643 GREAT FALLS VA 22066 SFD 7.750 7.484 $2,464.46 360 1-Jul-27 $343,757.21
4594807 DOBBS FERRY NY 10522 SFD 8.000 7.734 $2,459.58 360 1-Aug-27 $335,200.00
4594942 LITTLETON CO 80124 SFD 8.125 7.859 $1,904.51 360 1-Jun-27 $256,163.28
4595113 WOODSTOCK GA 30188 SFD 8.250 7.984 $1,911.22 360 1-Jun-27 $254,074.44
4595115 HUNTSVILLE AL 35811 SFD 8.375 8.109 $1,710.17 360 1-May-27 $224,577.49
4595194 WEST MILFORD NJ 07438 SFD 8.500 8.234 $1,048.80 360 1-Jul-27 $136,317.37
4595320 CEDAR FALLS IA 50613 SFD 8.375 8.109 $1,748.17 360 1-Jul-27 $229,857.04
4595346 RARITAN TOWNSHIP NJ 08822 SFD 7.875 7.609 $1,623.44 360 1-Jun-27 $223,590.80
4595439 COMMERCE TWP MI 48382 SFD 8.125 7.859 $1,799.44 360 1-Jul-27 $242,191.48
4595462 CHICAGO IL 60631 SFD 8.125 7.859 $1,744.87 360 1-Jul-27 $234,846.28
4595586 WHITE PLAINS NY 10605 SFD 7.875 7.609 $2,748.02 360 1-Jul-27 $378,739.17
4595625 RICHMOND VA 23233 SFD 7.875 7.609 $1,972.19 360 1-Jul-27 $271,812.81
4595663 PROSPECT KY 40059 SFD 8.625 8.359 $5,561.20 360 1-Aug-27 $715,000.00
4595700 MONSEY NY 10952 SFD 8.750 8.484 $742.65 360 1-Jul-27 $94,345.68
4595719 EDEN PRAIRIE MN 55347 SFD 8.250 7.984 $4,704.81 360 1-Jun-27 $625,448.57
4595731 SAN JOSE CA 95123 SFD 8.375 8.109 $1,703.32 360 1-Jul-27 $223,960.71
4595742 SMITHFIELD RI 02917 SFD 8.250 7.984 $751.27 360 1-Jul-27 $99,936.23
4595784 CORTLANDT MANOR NY 10566 SFD 8.625 8.359 $3,111.16 360 1-Jul-27 $399,763.84
4595879 OSSINING NY 10562 SFD 8.500 8.234 $422.90 360 1-Jul-27 $54,966.68
4595889 MIDDLETOWN NY 10940 SFD 8.625 8.359 $497.79 360 1-Jul-27 $63,962.21
4595924 DARIEN CT 06820 SFD 8.125 7.859 $2,506.68 360 1-Jul-27 $337,379.15
4595990 SPRINGFIELD IL 62704 SFD 8.375 8.109 $3,268.32 360 1-Jul-27 $429,732.72
4596033 BELMONT CA 94002 SFD 8.250 7.984 $2,873.60 360 1-Aug-27 $382,500.00
4596066 TIGARD OR 97224 SFD 8.000 7.734 $1,761.04 360 1-Jul-27 $239,838.96
4596092 LEXINGTON SC 29072 SFD 8.375 8.109 $1,758.05 360 1-Jun-27 $230,011.47
4596305 RICHFIELD CT 06877 SFD 8.375 8.109 $3,040.29 360 1-Jul-27 $399,751.38
4596426 ROUND ROCK TX 78681 SFD 8.250 7.984 $2,196.71 360 1-Jul-27 $292,213.54
4596480 ISLE OF PALMS SC 29458 SFD 8.750 8.484 $1,888.08 360 1-Jul-27 $239,861.92
4596508 LAKEWOOD WA 98499 SFD 8.250 7.984 $3,005.07 360 1-Jun-27 $399,346.36
4596559 NEW ROCHELLE NY 10804 SFD 7.750 7.484 $2,149.24 360 1-Jul-27 $299,788.26
4596724 FORT LEE NJ 07024 SFD 8.375 8.109 $1,246.52 360 1-Jul-27 $163,898.06
4596765 TIVOLI NY 12583 SFD 7.875 7.609 $2,610.25 360 1-Jul-27 $359,752.25
4596909 JACKSON MI 49203 SFD 8.250 7.984 $330.56 360 1-Jul-27 $43,971.94
4596947 BRANCHBURG NJ 08876 SFD 8.125 7.859 $2,118.35 360 1-Aug-27 $285,300.00
4596968 FLORHAM PARK NJ 07940 SFD 8.250 7.984 $2,253.80 360 1-Aug-27 $300,000.00
4597066 MOUNT LAUREL TWP NJ 08054 SFD 7.875 7.609 $942.59 360 1-Jul-27 $129,910.53
4597140 POTOMAC MD 20854 SFD 8.250 7.984 $1,878.17 360 1-Jul-27 $249,840.58
4597194 FREEHOLD NJ 07728 SFD 7.750 7.484 $2,669.72 360 1-Aug-27 $372,650.00
4597211 WALNUT CREEK CA 94598 SFD 9.125 8.859 $2,237.49 360 1-Jun-27 $274,693.21
4597285 BARRINGTON RI 02806 SFD 8.000 7.734 $1,710.41 360 1-Jul-27 $232,943.59
4597289 CRYSTAL LAKE IL 60012 SFD 7.750 7.484 $1,898.50 360 1-May-27 $264,435.24
4597344 CORAL SPRINGS FL 33071 SFD 8.875 8.609 $795.65 360 1-Jul-27 $99,943.93
4597432 HOLMDEL NJ 07733 SFD 8.250 7.984 $2,207.98 360 1-Aug-27 $293,900.00
4597560 SUN VALLEY ID 83354 PUD 8.500 8.234 $2,921.88 360 1-Jul-27 $379,769.79
4597754 HAYMARKET VA 20167 SFD 8.000 7.734 $2,295.22 360 1-Jul-27 $312,590.12
4597857 VACAVILLE CA 95688 SFD 8.375 8.109 $2,432.23 360 1-Jul-27 $319,801.11
4597884 EAST GREENWICH RI 02818 SFD 8.375 8.109 $2,101.60 360 1-Jul-27 $276,328.14
4597885 LINCOLN PARK NJ 07035 SFD 8.250 7.984 $1,239.59 360 1-Aug-27 $165,000.00
4597909 COLLIERVILLE TN 38017 SFD 8.000 7.734 $1,672.25 360 1-Jun-27 $227,593.15
4597943 REDMOND WA 98053 SFD 8.250 7.984 $2,629.36 360 1-Jul-27 $349,766.82
4597987 DANVILLE IN 46122 SFD 8.125 7.859 $1,647.23 360 1-Jul-27 $221,704.88
4598021 WILMINGTON NC 28403 SFD 8.625 8.359 $777.79 360 1-Jun-27 $99,881.50
4598356 HUNTINGTON NY 11743 SFD 8.250 7.984 $2,223.75 360 1-Jul-27 $295,811.25
4598361 INDIANAPOLIS IN 46236 SFD 8.625 8.359 $2,302.26 360 1-Jun-27 $295,649.22
4598403 PRESCOTT AZ 86301 SFD 8.375 8.109 $1,978.12 348 1-Jun-26 $257,882.73
4598456 COLORADO SPRINGS CO 80919 SFD 8.125 7.859 $2,079.00 360 1-Jul-27 $279,816.83
4598649 VIENNA VA 22181 SFD 8.000 7.734 $1,687.66 360 1-Jun-27 $229,690.32
4598657 VIENNA VA 22181 SFD 8.000 7.734 $2,035.47 360 1-Jul-27 $277,213.86
4598667 UPPER DUBLUN TWP PA 19002 SFD 7.625 7.359 $1,839.56 360 1-Jul-27 $259,711.89
4598732 ANAHEIM CA 92807 SFD 8.125 7.859 $1,893.37 360 1-Aug-27 $255,000.00
4598894 BAYSIDE NY 11361 SFD 8.125 7.859 $2,316.60 360 1-Aug-27 $312,000.00
4598917 BLACK BUTTE RANCH OR 97759 SFD 8.000 7.734 $1,687.66 360 1-Jul-27 $229,845.67
4598944 ENCINO CA 91316 SFD 8.250 7.984 $2,332.69 360 1-Jul-27 $309,769.24
4598961 CHARLOTTE NC 28277 SFD 8.000 7.734 $1,717.01 360 1-Jun-27 $233,684.93
4598978 ROCKY POINT NY 11778 SFD 8.625 8.359 $801.13 360 1-Jul-27 $102,939.18
4599024 CARLSBAD CA 92009 PUD 8.375 8.109 $2,469.48 360 1-Jul-27 $324,698.05
4599073 IRVINE CA 92620 SFD 8.375 8.109 $2,166.59 360 1-Jul-27 $284,872.82
4599093 BRICK NJ 08723 SFD 7.875 7.609 $1,883.01 360 1-Jul-27 $259,521.27
4599095 SICKLERVILLE NJ 08081 SFD 7.875 7.609 $852.69 360 1-Jul-27 $117,519.06
4599177 WARRENTON VA 20187 SFD 7.750 7.484 $1,942.91 360 1-Jun-27 $270,815.94
4599194 DEMAREST NJ 07627 SFD 8.250 7.984 $4,507.60 360 1-Jul-27 $599,617.40
4599210 BARTLETT TN 38135 SFD 8.250 7.984 $1,716.65 360 1-Jun-27 $228,143.30
4599219 PRESCOTT AZ 86303 SFD 8.625 8.359 $2,275.03 360 1-Jul-27 $292,327.32
4599228 CORONA CA 91719 SFD 8.250 7.984 $1,690.35 360 1-Jul-27 $224,856.53
4599231 VIRGINIA BEACH VA 23451 SFD 8.375 8.109 $1,862.18 360 1-Jun-27 $244,694.37
4599233 NASHVILLE TN 37221 SFD 8.250 7.984 $2,854.82 360 1-Jul-27 $379,757.68
4599242 OAK RIDGE TN 37830 SFD 8.000 7.734 $1,816.07 360 1-Jun-27 $247,166.75
4599246 TAYLOR MILL KY 41015 SFD 8.125 7.859 $1,752.29 360 1-Jul-27 $235,845.63
4599335 SOUTH ORANGE NJ 07079 SFD 8.250 7.984 $2,028.42 360 1-Aug-27 $270,000.00
4599455 ARLINGTON VA 22201 SFD 7.625 7.359 $1,840.26 360 1-Jul-27 $259,811.82
4599463 SCOTTSDALE AZ 85250 SFD 8.375 8.109 $2,280.22 360 1-Jun-27 $299,625.76
4599473 NORTHBOROUGH MA 01532 SFD 8.375 8.109 $1,751.21 360 1-Aug-27 $230,400.00
4599499 SAN ANTONIO TX 78209 SFD 8.125 7.859 $1,403.32 360 1-Jul-27 $188,876.37
4599520 TUCKAHOE NY 10707 SFD 8.125 7.859 $1,672.11 360 1-Aug-27 $225,200.00
4599543 NORTH BERGEN NJ 07047 MF2 8.750 8.484 $2,249.97 360 1-Jun-27 $285,669.70
4599547 HARRINGTON PARK NJ 07640 SFD 8.500 8.234 $2,152.96 360 1-Jul-27 $279,830.37
4599553 VALLEY STREAM NY 11580 SFD 8.000 7.734 $785.13 360 1-Jul-27 $106,928.20
4599562 LITTLE NECK NY 11362 SFD 8.500 8.234 $2,768.09 360 1-Jul-27 $359,781.91
4599671 NEW ROCHELLE NY 10804 SFD 7.875 7.609 $2,646.51 360 1-Aug-27 $365,000.00
4599683 MERRICK NY 11566 SFD 8.000 7.734 $1,733.52 360 1-Jul-27 $236,091.48
4599764 PALM BEACH FL 33480 SFD 8.000 7.734 $4,769.47 360 1-Aug-27 $650,000.00
4599818 CARMEL NY 10512 SFD 8.250 7.984 $1,295.19 360 1-Jul-27 $172,290.06
4599820 HARTSDALE NY 10530 LCO 8.250 7.984 $961.63 360 1-Jul-27 $127,918.37
4599982 BELLINGHAM WA 98226 SFD 7.875 7.609 $1,718.41 360 1-Jun-27 $236,507.49
4600039 SALINE MI 48176 SFD 8.500 8.234 $2,106.83 360 1-Jul-27 $273,834.00
4600090 SHERWOOD OR 97140 SFD 7.875 7.609 $1,993.94 360 1-Jul-27 $274,810.75
4600142 NORTHVALE NJ 07647 SFD 8.250 7.984 $2,028.42 360 1-Aug-27 $270,000.00
4600203 PORT WASHINGTON NY 11050 SFD 8.375 8.109 $3,313.92 360 1-Jul-27 $435,729.00
4600341 MORRISVILLE NC 27560 SFD 8.125 7.859 $1,812.03 360 1-Jun-27 $242,057.29
4600371 SLEEPY HOLLOW NY 10591 SFD 7.750 7.484 $1,862.68 360 1-Jul-27 $259,816.49
4600380 SANTA BARBARA CA 93109 SFD 8.000 7.734 $1,893.12 360 1-Jul-27 $257,826.88
4600392 RANCHO SANTA MARG. CA 92688 SFD 8.375 8.109 $1,725.37 360 1-Jul-27 $226,858.90
4600413 SPRINGFIELD VA 22152 SFD 7.500 7.234 $1,571.83 360 1-Jul-27 $224,633.17
4600422 DIX HILLS NY 11746 SFD 8.375 8.109 $2,850.27 360 1-Jul-27 $374,766.92
4600435 PARK CITY UT 84098 SFD 8.500 8.234 $2,306.75 360 1-Jun-27 $299,635.21
4600461 SCARSDALE NY 10583 SFD 8.250 7.984 $2,524.26 360 1-Aug-27 $336,000.00
4600498 EAST WHITELAND TOWNPA 19355 SFD 8.000 7.734 $1,683.99 360 1-Jul-27 $229,346.01
4600626 MIAMI FL 33156 SFD 8.375 8.109 $3,465.93 360 1-Jun-27 $455,431.16
4600658 GERMANTOWN MD 20874 SFD 8.250 7.984 $2,253.80 360 1-Jul-27 $299,808.70
4600663 FURLONG PA 18925 SFD 7.500 7.234 $3,915.61 360 1-Jul-27 $559,584.39
4600689 BASKING RIDGE NJ 07920 SFD 8.125 7.859 $2,338.87 360 1-Jul-27 $314,793.94
4600767 SIGNAL MOUNTAIN TN 37377 SFD 8.000 7.734 $1,761.03 360 1-Jun-27 $239,676.87
4600792 MEDIA PA 19063 SFD 7.750 7.484 $2,364.17 360 1-Jul-27 $329,767.08
4600799 NEWPORT BEACH CA 92660 SFD 8.000 7.734 $2,286.42 360 1-Jul-27 $311,200.38
4600804 GUILFORD CT 06437 SFD 8.375 8.109 $4,940.47 360 1-Jul-27 $649,595.99
4600813 CHARLES TOWN WV 25414 SFD 8.375 8.109 $1,987.21 360 1-Jul-27 $261,287.49
4600964 VIRGINIA BEACH VA 23454 SFD 8.000 7.734 $3,155.19 360 1-Jul-27 $429,711.48
4601041 MILL CREEK WA 98012 SFD 7.750 7.484 $1,719.39 360 1-Jun-27 $239,660.13
4601046 MARTINEZ GA 30907 SFD 8.125 7.859 $3,207.59 360 1-Jun-27 $431,432.91
4601059 YORBA LINDA CA 92887 SFD 7.875 7.609 $2,055.58 360 1-Aug-27 $283,500.00
4601102 DALLAS TX 75225 SFD 8.125 7.859 $1,743.39 360 1-Jul-27 $234,646.40
4601142 MERRICK NY 11566 SFD 8.125 7.859 $1,744.87 360 1-Aug-27 $235,000.00
4601171 VIRGINIA BEACH VA 23455 SFD 8.500 8.234 $2,214.48 360 1-Jul-27 $287,825.52
4601187 OLYMPIA WA 98502 SFD 8.250 7.984 $1,652.79 360 1-Jul-27 $219,859.71
4601231 BRICK TOWNSHIP NJ 08701 SFD 8.125 7.859 $1,054.35 360 1-Jul-27 $141,907.11
4601255 LITTLETON CO 80127 SFD 8.125 7.859 $2,932.87 360 1-Jul-27 $394,741.61
4601409 LIVINGSTON TOWNSHIPNJ 07039 SFD 7.750 7.484 $1,934.32 360 1-Jul-27 $269,809.43
4601549 ISSAQUAH WA 98027 SFD 8.000 7.734 $1,663.52 360 1-Jul-27 $226,557.88
4601568 TRABUCO CANYON AREACA 92679 SFD 7.875 7.609 $1,647.36 360 1-Jun-27 $226,886.26
4601620 VIENNA VA 22181 SFD 7.875 7.609 $768.57 360 1-Jun-27 $105,853.63
4601622 BELLEVUE WA 98006 SFD 7.875 7.609 $1,921.43 360 1-Jul-27 $264,817.63
4601677 LOS ANGELES CA 90064 SFD 8.125 7.859 $2,392.33 360 1-Jun-27 $321,777.05
4601727 PETALUMA CA 94952 SFD 8.375 8.109 $1,915.38 360 1-Jul-27 $251,843.37
4601882 EVANSTON IL 60201 SFD 8.000 7.734 $1,699.04 360 1-Jul-27 $231,394.63
4601905 COROLLA NC 27927 SFD 8.375 8.109 $3,192.31 360 1-Jul-27 $419,408.55
4601925 CHESAPEAKE VA 23320 SFD 8.500 8.234 $1,371.75 360 1-Jul-27 $178,291.92
4601953 GREELEY CO 80634 SFD 8.250 7.984 $2,291.36 360 1-Aug-27 $305,000.00
4601973 BARRINGTON IL 60010 SFD 8.000 7.734 $2,348.05 360 1-Aug-27 $320,000.00
4601980 ATLANTA GA 30305 SFD 7.375 7.109 $2,028.17 360 1-Apr-27 $292,747.94
4602006 NEW ORLEANS LA 70124 SFD 8.250 7.984 $1,630.25 360 1-Aug-27 $217,000.00
4602126 SAN FRANCISCO CA 94112 SFD 8.125 7.859 $2,412.38 360 1-Jul-27 $324,687.46
4602198 DUXBURY MA 02332 SFD 8.250 7.984 $1,010.45 360 1-Jul-27 $134,414.24
4602247 EDMONDS WA 98026 SFD 8.125 7.859 $1,752.29 360 1-Jun-27 $235,690.21
4602266 ALAMO CA 94507 SFD 8.375 8.109 $2,614.65 360 1-Jul-27 $343,786.18
4602301 WATSONVILLE CA 95076 SFD 8.500 8.234 $1,937.67 360 1-Jun-27 $251,693.58
4602399 COVINGTON LA 70435 SFD 8.125 7.859 $1,722.59 360 1-Jun-27 $231,695.47
4602403 FAIRFAX STATION VA 22039 SFD 7.750 7.484 $1,955.81 360 1-Jul-27 $270,807.31
4602426 GIG HARBOR WA 98335 SFD 8.125 7.859 $1,810.95 360 1-Jul-27 $243,740.46
4602449 VA BEACH VA 23451 SFD 8.000 7.734 $3,096.49 360 1-Jul-27 $421,716.84
4602476 MARIETTA GA 30060 SFD 8.250 7.984 $2,404.05 360 1-Jul-27 $319,795.95
4602495 HOWELL MI 48843 SFD 8.125 7.859 $1,685.47 360 1-Jun-27 $226,702.01
4602498 BRENTWOOD TN 37027 SFD 7.875 7.609 $3,262.82 360 1-Jul-27 $449,690.31
4602508 OVERLAND PARK KS 66213 SFD 8.250 7.984 $1,959.30 360 1-Jul-27 $260,633.70
4602514 ATLANTA GA 30327 SFD 8.125 7.859 $2,539.35 360 1-Jul-27 $341,776.27
4602521 PLEASANTVILLE NY 10570 SFD 7.875 7.609 $2,030.20 360 1-Jul-27 $279,807.30
4602543 HARRINGTON PARK NJ 07640 SFD 7.625 7.359 $1,987.49 360 1-Aug-27 $280,800.00
4602560 MUKILTEO WA 98275 SFD 8.125 7.859 $2,472.52 360 1-Jul-27 $332,782.17
4602572 CRESTED BUTTE CO 81224 SFD 8.000 7.734 $1,023.61 360 1-Jul-27 $139,406.39
4602640 SOUTH HUNTINGTON NY 11746 SFD 7.875 7.609 $1,740.17 360 1-Jul-27 $239,334.83
4602656 SHOREWOOD MN 55331 SFD 7.875 7.609 $1,813.40 360 1-Jul-27 $249,927.88
4602679 BETHESDA MD 20817 SFD 8.000 7.734 $2,201.30 360 1-Jul-27 $299,798.70
4602682 EDMOND OK 73003 SFD 7.750 7.484 $4,298.48 360 1-Jul-27 $599,576.52
4602719 PHOENIX AZ 85014 SFD 8.250 7.984 $2,404.06 360 1-Jul-27 $319,795.94
4602737 ASPEN CO 81611 LCO 8.250 7.984 $3,561.01 360 1-Jul-27 $473,697.74
4602754 MISSION HILLS KS 66208 SFD 8.250 7.984 $2,313.91 360 1-Jul-27 $307,803.59
4602774 BURLESON TX 76028 SFD 7.625 7.359 $1,592.54 360 1-Jul-27 $224,837.15
4602796 HARRISON NY 10528 SFD 8.500 8.234 $2,692.74 360 1-Aug-27 $350,200.00
4602823 OMAHA NE 68114 SFD 8.125 7.859 $3,019.74 360 1-Jun-27 $406,166.12
4602887 SNOHOMISH WA 98296 SFD 8.375 8.109 $1,732.96 360 1-Jul-27 $227,858.29
4602974 HILTON HEAD ISLAND SC 29928 SFD 8.250 7.984 $2,253.80 360 1-Jun-27 $299,616.08
4603019 OREM UT 84097 SFD 8.750 8.484 $747.37 360 1-Jun-27 $94,890.28
4603055 REDMOND OR 97756 SFD 8.500 8.234 $2,825.76 360 1-Jul-27 $367,277.36
4603084 REDMOND WA 98053 SFD 7.875 7.609 $1,636.84 360 1-Jul-27 $225,594.65
4603168 VOORHEES NJ 08043 LCO 8.500 8.234 $1,005.74 360 1-Jun-27 $130,640.96
4603212 SHERMAN OAKS CA 91403 SFD 8.000 7.734 $2,553.51 360 1-Jul-27 $347,766.49
4603223 TUCSON AZ 85749 SFD 8.125 7.859 $1,912.68 360 1-Aug-27 $257,600.00
4603303 EUGENE OR 97401 SFD 8.375 8.109 $1,799.09 360 1-Jun-27 $236,055.09
4603306 ANNANDALE VA 22003 SFD 7.750 7.484 $1,737.66 360 1-Jul-27 $242,378.81
4603436 GLEN ROCK BOROUGH NJ 07452 SFD 7.750 7.484 $2,009.54 360 1-Jul-27 $280,302.02
4603520 MAMMOTH LAKES CA 93546 LCO 8.250 7.984 $2,197.46 360 1-Jul-27 $292,313.48
4603628 GOLD BEACH OR 97444 SFD 8.250 7.984 $2,096.04 360 1-Jun-27 $278,642.95
4603670 WINDERMERE FL 34786 SFD 7.875 7.609 $1,993.95 360 1-Aug-27 $275,000.00
4603681 KENNETT SQUARE PA 19348 SFD 7.625 7.359 $2,276.26 360 1-Jun-27 $321,133.00
4603689 RIDGEWOOD NJ 07450 SFD 8.000 7.734 $3,301.95 360 1-Jul-27 $449,698.05
4603723 EAST HAMPTON NY 11937 SFD 8.250 7.984 $826.40 360 1-Aug-27 $110,000.00
4603860 ESCONDIDO CA 92029 SFD 8.375 8.109 $2,094.00 360 1-Jul-27 $275,328.76
4603861 STERLING VA 20165 SFD 7.250 6.984 $1,921.01 360 1-Jul-27 $281,380.33
4603914 RANCHO CUCAMONGA CA 91737 SFD 8.000 7.734 $2,122.05 360 1-Jul-27 $289,005.95
4603977 ALBANY CA 94706 SFD 7.875 7.609 $2,407.24 360 1-Aug-27 $332,000.00
4603992 KILL DEVIL HILLS NC 27948 LCO 8.375 8.109 $760.08 360 1-Aug-27 $100,000.00
4604019 GULF SHORES AL 36542 LCO 8.250 7.984 $1,727.92 360 1-Jul-27 $229,853.33
4604028 MILPITAS CA 95035 SFD 8.125 7.859 $2,749.47 360 1-Jul-27 $370,057.77
4604048 HARRINGTON PARKS NJ 07075 SFD 8.250 7.984 $1,682.84 360 1-Jul-27 $223,857.16
4604049 WHITESTONE NY 11357 SFD 8.375 8.109 $1,786.17 360 1-Aug-27 $235,000.00
4604057 MOUNT VERNON WA 98273 SFD 8.000 7.734 $1,775.71 360 1-Jul-27 $241,837.62
4604058 BAINBRIDGE ISLAND WA 98110 SFD 8.250 7.984 $1,690.35 360 1-Jul-27 $224,856.53
4604116 FULLERTON CA 92631 SFD 8.250 7.984 $2,707.57 360 1-Aug-27 $360,400.00
4604174 BETHESDA MD 20816 SFD 7.500 7.234 $1,769.02 360 1-Jul-27 $252,812.23
4604216 BERNARDS TOWNSHIP NJ 07920 SFD 8.250 7.984 $2,253.80 360 1-Jul-27 $299,808.70
4604218 MILLWOOD NY 10546 SFD 8.125 7.859 $2,227.50 360 1-Aug-27 $300,000.00
4604230 SIMI VALLEY CA 93063 SFD 8.250 7.984 $2,704.56 360 1-Jun-27 $359,539.30
4604258 NEWTON MA 02165 SFD 8.250 7.984 $5,258.87 360 1-Jul-27 $699,553.63
4604316 BIRMINGHAM AL 35244 SFD 8.250 7.984 $1,757.97 360 1-Jun-27 $233,700.53
4604349 SURF CITY NJ 08008 SFD 7.750 7.484 $1,934.32 360 1-Jul-27 $269,809.43
4604383 RESTON VA 20194 SFD 7.750 7.484 $2,063.27 360 1-Jul-27 $287,796.73
4604403 PORT WASHINGTON NY 11050 SFD 7.875 7.609 $2,175.21 360 1-Jul-27 $299,793.54
4604422 WHITE RIVER TWP MI 49437 SFD 8.500 8.234 $3,244.81 360 1-Aug-27 $422,000.00
4604432 BAYSIDE NY 11360 SFD 8.375 8.109 $2,432.23 360 1-Jul-27 $319,801.10
4604486 PRESCOTT AZ 86301 SFD 8.500 8.234 $2,172.95 360 1-Jul-27 $282,428.80
4604513 ATLANTA GA 30319 SFD 8.375 8.109 $763.12 360 1-Jul-27 $100,337.59
4604537 OSWEGO IL 60543 SFD 8.375 8.109 $532.05 360 1-Jul-27 $69,868.56
4604544 NEW CANAAN CT 06840 SFD 8.250 7.984 $2,516.75 360 1-Aug-27 $335,000.00
4604702 SAN JOSE CA 95148 SFD 8.500 8.234 $2,228.32 360 1-Jul-27 $289,624.43
4604772 SOUTHLAKE TX 76092 SFD 8.125 7.859 $3,155.62 360 1-Jun-27 $424,442.08
4604881 TEMPE AZ 85284 SFD 8.375 8.109 $2,114.41 360 1-Jun-27 $277,837.97
4604882 HOUSTON TX 77030 SFD 8.125 7.859 $2,542.32 360 1-Jul-27 $342,176.01
4604884 VALENCIA CA 91354 SFD 8.250 7.984 $2,071.25 360 1-Jul-27 $275,524.19
4604920 FRANKFORT IL 60423 SFD 8.250 7.984 $1,724.16 360 1-Jun-27 $229,206.31
4605074 MASSAPEQUA NY 11758 SFD 7.750 7.484 $1,740.88 360 1-Jul-27 $242,828.50
4605078 SALT LAKE CITY UT 84117 SFD 8.125 7.859 $3,341.24 360 1-Jun-27 $449,409.28
4605091 SEATTLE WA 98177 SFD 8.125 7.859 $2,598.74 360 1-Jul-27 $349,771.05
4605108 SCOTTSDALE AZ 85254 SFD 8.125 7.859 $1,965.39 360 1-Jul-27 $264,526.85
4605114 CASTRO VALLEY CA 94552 SFD 7.875 7.609 $1,769.17 360 1-Jul-27 $243,832.08
4605123 ROWLAND HEIGHTS CA 91748 SFD 8.375 8.109 $2,280.22 360 1-Jun-27 $299,625.76
4605284 SAN DIEGO CA 92103 SFD 8.125 7.859 $1,670.62 360 1-Jul-27 $224,852.82
4605312 BEVERLY HILLS CA 90210 SFD 8.500 8.234 $3,167.93 360 1-Jul-27 $411,750.40
4605319 WOODBURY NY 11797 LCO 7.875 7.609 $2,117.21 360 1-Aug-27 $292,000.00
4605447 MADISON MS 39110 SFD 8.500 8.234 $1,854.62 360 1-Jun-27 $240,906.72
4605486 ATLANTA GA 30327 SFD 8.250 7.984 $2,065.98 360 1-Jun-27 $274,648.09
4605492 RENO NV 89509 SFD 8.250 7.984 $1,677.21 360 1-Jul-27 $223,107.63
4605537 ALPINE UT 84004 SFD 8.250 7.984 $2,231.26 360 1-Jul-27 $296,810.61
4605602 WADSWORTH IL 60083 SFD 8.125 7.859 $1,773.83 360 1-Aug-27 $238,900.00
4605666 MEMPHIS TN 38419 SFD 8.375 8.109 $1,064.11 360 1-Jun-27 $139,825.35
4605701 AUSTIN TX 78748 SFD 8.500 8.234 $276.81 360 1-Jun-27 $35,956.23
4605743 PORT WASHINGTON NY 11050 SFD 8.375 8.109 $1,710.17 360 1-Jul-27 $224,860.14
4605837 LAKE OSWEGO OR 97035 SFD 8.125 7.859 $1,967.62 360 1-Jul-27 $264,826.65
4605849 FOREST HILLS NY 11375 SFD 8.250 7.984 $2,854.82 360 1-Jul-27 $379,757.68
4605917 BOCA RATON FL 33487 THS 8.375 8.109 $611.86 360 1-Jul-27 $80,449.96
4605924 MILLBURN TOWNSHIP NJ 07078 SFD 8.250 7.984 $2,208.73 360 1-Jul-27 $293,812.52
4605947 STATEN ISLAND NY 10304 SFD 8.000 7.734 $2,353.92 360 1-Aug-27 $320,800.00
4605961 LAGUNA NIGUEL CA 92677 SFD 8.250 7.984 $2,501.72 360 1-Jul-27 $332,787.66
4606006 ALAMEDA CA 94502 SFD 7.875 7.609 $1,993.94 360 1-Jul-27 $274,810.75
4606025 ADA MI 49301 SFD 8.000 7.734 $2,421.42 360 1-Jul-27 $329,778.58
4606057 LOS ANGELES CA 90048 SFD 8.500 8.234 $1,937.67 360 1-Jun-27 $251,693.58
4606074 TRACY CA 95376 SFD 7.750 7.484 $2,303.27 360 1-Jul-27 $321,073.08
4606090 BEND OR 97701 SFD 8.750 8.484 $557.58 360 1-Jul-27 $70,834.22
4606092 WOODLAND HILLS CA 91367 SFD 8.375 8.109 $2,688.38 360 1-Jul-27 $353,480.15
4606099 MADISON AL 35758 SFD 7.875 7.609 $1,897.05 360 1-Jul-27 $261,456.94
4606106 FRESNO CA 93711 SFD 8.125 7.859 $2,366.71 360 1-Aug-27 $318,750.00
4606117 MEMPHIS TN 38111 SFD 8.125 7.859 $2,524.49 360 1-Jul-27 $339,777.60
4606203 BALDWIN HARBOR NY 11510 SFD 8.625 8.359 $1,477.81 360 1-Aug-27 $190,000.00
4606249 PLANO TX 75093 SFD 8.250 7.984 $1,784.26 360 1-Jul-27 $237,348.55
4606279 YONKERS NY 10710 SFD 8.250 7.984 $1,014.21 360 1-Aug-27 $135,000.00
4606344 SALT LAKE CITY UT 84121 SFD 8.000 7.734 $2,217.44 360 1-Jul-27 $301,997.23
4606485 NEW ROCHELLE NY 10801 SFD 8.000 7.734 $3,370.19 360 1-Aug-27 $459,300.00
4606582 PHOENIX AZ 85204 SFD 7.500 7.234 $1,643.15 360 1-Jul-27 $234,825.60
4606724 PLAINVIEW NY 11803 SFD 8.375 8.109 $1,938.18 360 1-Jul-27 $254,840.95
4606744 SEARINGTOWN NY 11507 SFD 7.875 7.609 $2,469.46 240 1-Aug-17 $298,000.00
4606762 SAN CLEMENTE CA 92673 PUD 8.250 7.984 $3,224.44 360 1-Jul-27 $428,926.31
4606773 LA SELVA BEACH CA 95076 SFD 8.250 7.984 $1,784.26 360 1-Jul-27 $237,348.55
4606793 LA JOLLA CA 92037 SFD 8.125 7.859 $3,088.79 360 1-Aug-27 $416,000.00
4606797 LOS ANGELES CA 90045 SFD 8.125 7.859 $1,811.70 360 1-Jul-27 $243,652.08
4606909 NEW YORK NY 10025 SFD 8.250 7.984 $2,742.13 360 1-Aug-27 $365,000.00
4607030 SAN DIEGO CA 92120 SFD 8.125 7.859 $1,812.81 360 1-Jul-27 $243,990.29
4607041 LOS ANGELES CA 90049 SFD 8.375 8.109 $3,800.37 360 1-Jul-27 $499,689.21
4607050 MANHATTAN BEACH CA 90266 SFD 7.750 7.484 $2,478.79 360 1-Jul-27 $345,755.79
4607058 MONSEY NY 10952 SFD 8.625 8.359 $2,488.93 360 1-Jul-27 $319,811.07
4607212 STONY BROOK NY 11790 SFD 8.250 7.984 $2,319.17 360 1-Jul-27 $308,503.14
4607222 WASHINGTON TOWNSHIPNJ 07853 SFD 8.250 7.984 $2,181.68 360 1-Jun-27 $290,028.37
4607245 DALLAS TX 75214 SFD 7.875 7.609 $1,664.76 360 1-Jul-27 $229,441.99
4607247 BETHPAGE NY 11714 SFD 8.625 8.359 $1,287.36 240 1-Jul-17 $146,769.20
4607256 ANAHEIM CA 92807 SFD 8.125 7.859 $2,104.98 360 1-Jul-27 $283,214.55
4607303 TINTON FALLS NJ 07753 LCO 8.250 7.984 $871.47 360 1-Jul-27 $115,926.03
4607341 COROLLA NC 27927 SFD 8.500 8.234 $569.00 360 1-Jul-27 $73,855.17
4607357 LOS ALTOS CA 94024 SFD 7.750 7.484 $3,868.63 360 1-Jul-27 $539,618.87
4607568 MONTEREY CA 93940 SFD 8.000 7.734 $2,641.55 360 1-Jul-27 $359,758.45
4607595 HARRISON NY 10528 MF2 8.125 7.859 $2,301.75 360 1-Jul-27 $309,797.21
4607605 LOS ANGELES CA 90049 LCO 8.000 7.734 $1,966.49 360 1-Jul-27 $267,820.18
4607625 FALLS CHURCH VA 22043 SFD 7.625 7.359 $1,520.34 360 1-Jun-27 $214,488.08
4607668 MILLBRAE CA 94030 SFD 8.000 7.734 $2,230.65 360 1-Jul-27 $303,796.02
4607670 SAN PEDRO CA 90731 SFD 7.875 7.609 $2,900.28 360 1-Jul-27 $399,724.72
4607754 CAMANO ISLAND WA 98292 SFD 7.750 7.484 $1,640.58 360 1-Jul-27 $228,838.38
4607773 ROSLYN HEIGHTS NY 11577 SFD 8.625 8.359 $1,925.03 360 1-Jul-27 $247,353.88
4607835 PORTLAND OR 97214 SFD 8.500 8.234 $2,566.25 360 1-Jul-27 $333,547.81
4607873 LOS ANGELES CA 90049 SFD 7.875 7.609 $3,422.33 360 1-Jul-27 $471,675.17
4607877 PROVO UT 84604 SFD 8.625 8.359 $3,111.16 360 1-Jul-27 $399,763.84
4607955 ESPANOLA NM 87532 SFD 8.500 8.234 $2,068.38 360 1-Jul-27 $268,837.04
4608046 SAN JOSE CA 95121 SFD 8.625 8.359 $1,784.64 360 1-Jul-27 $229,314.53
4608066 TELLURIDE CO 81435 SFD 8.250 7.984 $5,737.80 360 1-Jul-27 $763,262.98
4608087 LINDENHURST NY 11757 SFD 8.250 7.984 $826.40 360 1-Aug-27 $110,000.00
4608194 SOUTHAMPTON NY 11968 SFD 8.500 8.234 $1,585.89 360 1-Aug-27 $206,250.00
4608312 SAN RAFAEL CA 94901 SFD 8.375 8.109 $2,432.23 360 1-Jun-27 $319,600.83
4608319 SANTA BARBARA CA 93105 SFD 8.000 7.734 $2,494.80 360 1-Jun-27 $339,542.22
4608325 MOORPARK CA 93021 SFD 8.375 8.109 $1,912.34 360 1-May-27 $251,127.58
4608413 HEALDSBURG CA 95448 SFD 8.625 8.359 $2,348.93 360 1-Jun-27 $301,642.11
4608418 SAN JOSE CA 95117 SFD 8.000 7.734 $2,800.05 360 1-May-27 $380,826.72
4608490 SAN JOSE CA 95128 SFD 8.250 7.984 $1,862.39 360 1-May-27 $247,422.50
4608497 RANCHO PALOS VERDESCA 90275 SFD 8.375 8.109 $2,063.60 360 1-Jun-27 $271,161.32
4608578 HOWARD BEACH NY 11414 SFD 8.375 8.109 $1,596.16 360 1-Jul-27 $209,869.47
4608593 EUGENE OR 97404 SFD 8.000 7.734 $2,066.28 360 1-Aug-27 $281,600.00
4608616 PORTSMOUTH RI 02871 SFD 8.750 8.484 $2,655.11 360 1-Jul-27 $337,305.82
4608646 INDIANAPOLIS IN 46240 LCO 8.500 8.234 $2,456.68 360 1-Jul-27 $319,306.44
4608744 REDMOND WA 98052 SFD 8.250 7.984 $1,762.48 360 1-Jul-27 $234,450.40
4608818 REDWOOD CITY CA 94065 LCO 7.750 7.484 $2,055.75 360 1-Jul-27 $286,747.47
4609017 ALPHARETTA GA 30202 SFD 8.000 7.734 $1,758.10 360 1-Jul-27 $239,439.23
4609097 SMITHTOWN NY 11787 SFD 8.250 7.984 $1,712.89 360 1-Aug-27 $228,000.00
4609130 FRANKIN TOWNSHIP NJ 07416 LCO 8.625 8.359 $746.68 360 1-Apr-27 $95,770.82
4609144 GILROY CA 95020 SFD 8.250 7.984 $2,103.55 360 1-Jul-27 $279,821.45
4609247 FREMONT CA 94536 SFD 8.500 8.234 $2,737.34 360 1-Jul-27 $355,784.33
4609346 LOS ALTOS CA 94022 SFD 7.875 7.609 $5,981.83 360 1-Aug-27 $825,000.00
4609431 MIAMI BEACH FL 33139 HCO 8.750 8.484 $595.93 360 1-Jul-27 $75,706.41
4609435 HUNTINGTON BEACH CA 92646 LCO 8.500 8.234 $1,014.97 360 1-Jul-27 $131,920.03
4609458 LAS FLORES AREA CA 92688 SFD 8.000 7.734 $1,320.78 360 1-Jul-27 $179,829.22
4609460 BIG BEAR LAKE CA 92315 SFD 8.250 7.984 $1,893.20 360 1-Jul-27 $251,839.30
4609464 TRABUCO CANYON CA 92679 PUD 8.000 7.734 $1,980.44 360 1-Jul-27 $269,718.89
4609596 TARZANA CA 91356 LCO 8.625 8.359 $394.34 360 1-Jul-27 $50,670.07
4609672 GERMANTOWN TN 38139 SFD 8.000 7.734 $1,726.18 360 1-Jul-27 $235,092.15
4609675 GERMANTOWN TN 38139 SFD 8.000 7.734 $2,025.19 360 1-Jul-27 $275,814.81
4609690 RALEIGH NC 27607 SFD 8.375 8.109 $2,103.50 360 1-Jul-27 $276,577.98
4609730 SALT LAKE CITY UT 84117 SFD 7.875 7.609 $1,359.51 360 1-Jul-27 $187,370.96
4609743 TULSA OK 74136 SFD 8.000 7.734 $1,965.02 360 1-Jul-27 $267,620.32
4609907 HARWICH MA 02645 SFD 8.750 8.484 $708.03 360 1-Jul-27 $89,922.84
4609932 WEST PALM BEACH FL 33409 LCO 8.500 8.234 $442.90 360 1-Jul-27 $57,565.10
4609966 PORTLAND OR 97229 SFD 8.500 8.234 $1,913.83 360 1-Jul-27 $248,749.21
4609984 WASHINGTON DC 20016 SFD 7.750 7.484 $2,516.04 360 1-Aug-27 $351,200.00
4609996 MOSCA CO 81146 SFD 8.250 7.984 $2,422.84 360 1-Jul-27 $322,294.35
4610020 CHESTERFIELD MO 63005 SFD 7.875 7.609 $2,900.28 360 1-Aug-27 $400,000.00
4610046 MANDEVILLE LA 70471 SFD 8.000 7.734 $1,995.84 360 1-Aug-27 $272,000.00
4610096 WRIGHTSVILLE BEACH NC 28480 LCO 8.250 7.984 $1,727.92 360 1-Aug-27 $230,000.00
4610099 ARNOLD MD 21012 SFD 8.125 7.859 $2,601.71 360 1-Jun-27 $349,940.03
4610115 SCOTTSDALE AZ 85255 SFD 8.250 7.984 $2,253.80 360 1-Jun-27 $299,616.08
4610162 KAYSVILLE UT 84037 SFD 8.750 8.484 $1,943.15 360 1-Jun-27 $246,714.76
4610180 ALPHARETTA GA 30202 SFD 8.000 7.734 $3,610.13 360 1-Jul-27 $491,669.87
4610212 ALPHARETTA GA 30202 SFD 8.375 8.109 $2,082.22 360 1-Jul-27 $273,779.72
4610215 SILVERDALE WA 98383 SFD 8.250 7.984 $1,532.59 360 1-Jul-27 $203,869.91
4610246 CAPTIVA ISLAND FL 33924 SFD 8.375 8.109 $1,748.17 360 1-Jul-27 $229,857.04
4610273 TIVERTON RI 02878 SFD 8.625 8.359 $1,796.70 360 1-Jul-27 $230,863.61
4610331 HOUSTON TX 77025 SFD 7.875 7.609 $1,921.44 360 1-Jul-27 $264,617.62
4610337 MORGAN HILL CA 95037 SFD 7.875 7.609 $2,494.24 360 1-Aug-27 $344,000.00
4610439 ALBUQUERQUE NM 87109 SFD 8.375 8.109 $1,731.45 360 1-Jun-27 $227,515.82
4610441 TRAFALGAR IN 46181 SFD 8.500 8.234 $2,422.08 360 1-Jul-27 $314,809.17
4610442 PHOENIX AZ 85045 SFD 8.000 7.734 $1,981.16 360 1-Jul-27 $269,818.84
4610462 SCOTTSDALE AZ 85260 SFD 8.125 7.859 $1,756.01 360 1-Jul-27 $236,345.29
4610470 BELLEVUE WA 98004 SFD 7.875 7.609 $2,175.21 360 1-Jul-27 $299,793.54
4610477 PEQUANNOCK NJ 07444 LCO 8.250 7.984 $991.68 360 1-Jul-27 $131,915.82
4610553 LAGUNA NIGUEL CA 92677 LCO 8.375 8.109 $1,787.69 360 1-Jun-27 $234,906.60
4610561 LOS ANGELES CA 91436 SFD 7.875 7.609 $3,393.32 360 1-Jun-27 $467,353.75
4610566 MILL VALLEY CA 94941 SFD 8.250 7.984 $3,005.07 360 1-May-27 $399,229.52
4610567 PROVO UT 84604 SFD 8.000 7.734 $1,761.03 360 1-Jul-27 $239,838.97
4610570 APTOS CA 95003 SFD 8.125 7.859 $2,108.69 360 1-May-27 $283,438.90
4610579 BLUE POINT NY 11715 SFD 8.250 7.984 $2,280.29 360 1-Aug-27 $303,525.00
4610581 NOVATO CA 94947 SFD 7.750 7.484 $2,229.83 360 1-Jun-27 $310,809.24
4610593 LOS ANGELES CA 91364 SFD 8.375 8.109 $1,824.17 360 1-May-27 $239,549.36
4610605 CASTRO VALLEY CA 94546 SFD 8.125 7.859 $1,670.62 360 1-Jun-27 $224,504.64
4610615 TRABUCO CANYON CA 92679 SFD 7.875 7.609 $1,811.95 360 1-Aug-27 $249,900.00
4610616 SALINAS CA 93908 SFD 8.500 8.234 $2,122.20 360 1-May-27 $275,494.84
4610703 FLORHAM PARK NJ 07932 SFD 8.375 8.109 $2,660.25 360 1-Jul-27 $349,782.46
4610711 MOUNTAIN VIEW CA 94041 SFD 8.625 8.359 $3,033.38 360 1-Jul-27 $389,769.75
4610743 HOUSTON TX 77027 THS 7.875 7.609 $1,939.11 240 1-Jul-17 $233,596.52
4610745 CARMEL VALLEY CA 93924 SFD 7.875 7.609 $2,473.22 360 1-Jul-27 $340,865.25
4610773 COLORADO SPRINGS CO 80904 PUD 8.250 7.984 $3,177.86 360 1-Aug-27 $423,000.00
4610811 VALLEY STREAM NY 11580 SFD 8.125 7.859 $742.50 360 1-Jul-27 $99,934.58
4610836 GREAT FALLS VA 22066 SFD 7.750 7.484 $1,994.49 360 1-Jul-27 $278,203.51
4610839 OGDEN UT 84403 SFD 7.750 7.484 $1,736.59 360 1-Jul-27 $242,228.91
4610897 LAKE OSWEGO OR 97034 SFD 8.375 8.109 $2,166.21 360 1-Jul-27 $284,822.86
4610953 MILPITAS CA 95035 SFD 7.750 7.484 $1,826.86 360 1-Jul-27 $254,820.01
4610963 BUENA PARK CA 90621 SFD 8.125 7.859 $1,900.79 360 1-May-27 $255,494.22
4610973 LOS ANGELES CA 91367 SFD 8.125 7.859 $2,061.17 360 1-Jun-27 $277,235.60
4610981 CAMBRIA CA 93428 SFD 8.125 7.859 $1,856.24 360 1-Jun-27 $249,671.83
4610992 PASADENA CA 91106 SFD 8.500 8.234 $2,552.79 360 1-May-27 $330,783.83
4611004 WASHINGTON TOWNSHIPNJ 07675 SFD 8.250 7.984 $1,805.29 360 1-Aug-27 $240,300.00
4611047 BELMONT CA 94002 SFD 7.875 7.609 $1,885.18 360 1-Jun-27 $259,640.97
4611054 SAN JOSE CA 95120 SFD 8.250 7.984 $2,629.43 360 1-Jun-27 $349,552.11
4611060 SANTA ROSA CA 95409 SFD 8.750 8.484 $2,026.54 360 1-Jun-27 $257,302.51
4611072 LAGUNA BEACH CA 92651 SFD 8.250 7.984 $1,751.21 360 1-Jul-27 $232,951.35
4611149 WOODINVILLE WA 98072 SFD 8.250 7.984 $1,741.06 360 1-Jul-27 $231,602.22
4611413 LAKE FOREST CA 92630 LCO 8.000 7.734 $873.18 360 1-Jul-27 $118,920.15
4611418 PORT WASHINGTON NY 11050 SFD 7.750 7.484 $1,662.08 360 1-Jul-27 $231,836.25
4611423 EL SEGUNDO CA 90245 SFD 7.875 7.609 $2,447.11 360 1-Jul-27 $337,267.73
4611474 PLANTATION FL 33324 SFD 8.000 7.734 $2,555.85 360 1-Jul-27 $348,086.28
4611494 ALPINE UT 84004 SFD 8.375 8.109 $3,040.29 360 1-Jul-27 $399,751.38
4611518 ATLANTA GA 30319 SFD 7.875 7.609 $2,363.73 360 1-Jul-27 $325,775.65
4611520 FALLS CHURCH VA 22046 SFD 7.750 7.484 $1,701.48 360 1-Aug-27 $237,500.00
4611527 AUSTIN TX 78733 SFD 8.000 7.734 $2,153.23 360 1-Jul-27 $293,253.10
4611535 ATLANTA GA 30327 SFD 7.875 7.609 $1,885.18 360 1-Aug-27 $260,000.00
4611607 SUMMIT NJ 07901 SFD 8.500 8.234 $3,375.53 360 1-Jul-27 $438,734.05
4611673 FAIRFIELD CA 94533 SFD 8.250 7.984 $1,727.92 360 1-Jul-27 $229,853.33
4611776 SANTA MONICA CA 90405 LCO 7.875 7.609 $971.60 360 1-Jul-27 $133,907.78
4611787 HACIENDA HEIGHTS CA 91745 SFD 8.375 8.109 $1,935.15 360 1-Jul-27 $254,441.75
4611792 YORBA LINDA CA 92887 SFD 7.875 7.609 $2,922.76 360 1-Aug-27 $403,100.00
4611948 SOUTHAMPTON NY 11968 SFD 8.500 8.234 $1,537.83 360 1-Aug-27 $200,000.00
4612027 EL PASO TX 79922 SFD 7.750 7.484 $1,805.36 360 1-Aug-27 $252,000.00
4612140 MOUNT ANGEL OR 97362 SFD 8.125 7.859 $2,004.75 360 1-Jul-27 $269,823.37
4612142 THOUSAND OAKS CA 91362 SFD 8.125 7.859 $1,336.50 360 1-Aug-27 $180,000.00
4612148 COTO DE CAZA CA 92679 PUD 8.500 8.234 $2,422.08 360 1-Jul-27 $314,809.17
4612237 WANTAGE TOWNSHIP NJ 07461 SFD 8.625 8.359 $1,254.19 360 1-Aug-27 $161,250.00
4612282 GULF SHORES AL 36542 LCO 8.250 7.984 $1,690.35 360 1-Jul-27 $224,856.53
4612319 FLAGSTAFF AZ 86001 SFD 7.875 7.609 $1,751.77 360 1-Jul-27 $241,433.73
4612327 EDEN PRAIRE MN 55347 SFD 8.000 7.734 $1,714.81 360 1-Jul-27 $233,543.19
4612365 ALPHARETTA GA 30202 SFD 7.875 7.609 $2,145.85 360 1-Jul-27 $295,746.33
4612499 BALTIMORE MD 21218 SFD 8.500 8.234 $2,337.50 360 1-Jun-27 $303,630.37
4612510 VERO FL 32962 SFD 8.625 8.359 $551.06 360 1-Jun-27 $70,766.05
4612518 KENTFIELD CA 94904 SFD 8.125 7.859 $2,368.57 360 1-Jun-27 $318,581.24
4612530 NOVATO CA 94949 SFD 8.250 7.984 $1,765.48 360 1-May-27 $234,547.35
4612543 ANAHEIM CA 92807 SFD 8.125 7.859 $2,895.74 360 1-Aug-27 $390,000.00
4612544 MILL VALLEY CA 94941 SFD 8.250 7.984 $3,375.07 360 1-Jun-27 $448,675.08
4612557 ATLANTA GA 30308 SFD 7.875 7.609 $3,019.91 360 1-Jul-27 $416,213.38
4612574 VASHON ISLAND WA 98070 SFD 8.125 7.859 $1,670.62 360 1-Aug-27 $225,000.00
4612613 BREWSTER NY 10509 SFD 8.000 7.734 $2,201.30 360 1-Aug-27 $300,000.00
4612697 APTOS CA 95003 SFD 8.125 7.859 $1,597.86 360 1-Jul-27 $215,059.22
4612700 SAN FRANCISCO CA 94134 SFD 7.875 7.609 $2,305.73 360 1-Jul-27 $317,781.15
4612747 PHOENIX AZ 85024 SFD 8.500 8.234 $1,951.50 360 1-Jul-27 $253,646.25
4612849 SALT LAKE CITY UT 84124 LCO 8.250 7.984 $1,803.04 360 1-Jul-27 $239,846.96
4612887 CARMICHAEL CA 95608 SFD 8.625 8.359 $2,333.37 360 1-May-27 $299,464.81
4612896 MOUNTAIN VIEW CA 94040 SFD 8.750 8.484 $2,950.13 360 1-Jun-27 $374,566.92
4612904 SONOMA CA 95476 SFD 8.625 8.359 $1,928.92 360 1-May-27 $247,557.58
4612905 OCEANSIDE NY 11572 SFD 8.125 7.859 $1,388.47 360 1-Jul-27 $186,877.68
4612908 MINNEAPOLIS MN 55403 SFD 8.625 8.359 $3,179.22 360 1-Jul-27 $408,508.05
4612914 SCOTTSDALE AZ 85255 SFD 7.875 7.609 $1,740.17 360 1-Jun-27 $239,668.58
4612934 LIVINGSTON NJ 07039 SFD 8.500 8.234 $1,568.59 360 1-Jul-27 $203,376.41
4613183 HAMPTON VA 23669 SFD 8.000 7.734 $1,761.03 360 1-Jul-27 $239,838.97
4613205 OMAHA NE 68154 SFD 7.875 7.609 $2,186.08 360 1-Jul-27 $301,292.52
4613236 GLENDALE CA 91207 SFD 8.000 7.734 $1,790.39 360 1-Jun-27 $243,671.47
4613244 SAN JOSE CA 95138 SFD 7.750 7.484 $2,754.61 360 1-Jun-27 $383,955.49
4613248 ISSAQUAH WA 98029 SFD 7.875 7.609 $2,326.02 360 1-Jun-27 $320,357.01
4613255 CANYON LAKE CA 92587 SFD 8.125 7.859 $1,648.34 360 1-Jun-27 $221,708.59
4613269 CAMARILLO CA 93010 SFD 8.125 7.859 $1,692.89 360 1-Jun-27 $227,700.71
4613273 PETALUMA CA 94954 SFD 8.000 7.734 $2,927.72 360 1-Jul-27 $398,732.28
4613282 SAN JOSE CA 95132 SFD 7.875 7.609 $2,099.80 360 1-Jun-27 $289,200.07
4613288 PENN VALLEY CA 95946 SFD 8.500 8.234 $1,814.64 360 1-May-27 $234,921.68
4613319 THOUSAND OAKS CA 91362 SFD 8.250 7.984 $1,982.22 360 1-Jun-27 $263,512.34
4613388 DALLAS TX 75225 SFD 8.125 7.859 $1,956.49 360 1-Jul-27 $263,327.62
4613420 STUART FL 34997 SFD 7.875 7.609 $725.07 360 1-Jul-27 $99,931.18
4613443 THOUSAND OAKS CA 91361 SFD 8.250 7.984 $1,863.15 360 1-Jul-27 $247,841.85
4613458 WELLINGTON FL 33414 SFD 8.250 7.984 $2,013.78 360 1-Aug-27 $268,050.00
4613483 FLORAL PARK NY 11001 SFD 8.000 7.734 $880.52 360 1-Aug-27 $120,000.00
4613662 ANNAPOLIS MD 21403 SFD 8.125 7.859 $3,266.99 360 1-Jul-27 $439,712.18
4613670 BOYNTON BEACH FL 33462 SFD 8.250 7.984 $511.24 360 1-Jul-27 $68,006.61
4613770 COROLLA NC 27927 SFD 8.125 7.859 $3,460.04 360 1-Jul-27 $465,695.17
4613777 BIRMINGHAM AL 35242 SFD 7.875 7.609 $1,664.04 360 1-Jul-27 $229,342.05
4613786 DOWNEY CA 90240 SFD 8.625 8.359 $2,022.26 360 1-Jul-27 $259,846.49
4613866 UPPER PROVIDENCE TOPA 19063 SFD 8.125 7.859 $1,484.99 360 1-Jul-27 $199,869.18
4613920 MILL VALLEY CA 94941 SFD 8.250 7.984 $2,464.15 360 1-Jun-27 $327,580.26
4613932 LOS ANGELES CA 90066 SFD 7.875 7.609 $1,914.18 360 1-Jun-27 $263,595.45
4613936 IRVINE CA 92604 SFD 8.000 7.734 $1,916.59 360 1-Jun-27 $260,848.33
4613942 SUNNYVALE CA 94086 SFD 8.375 8.109 $2,018.75 360 1-May-27 $265,101.29
4613952 YERINGTON NV 89447 SFD 8.500 8.234 $369.08 360 1-Jul-27 $47,970.92
4613959 LOS ANGELES CA 90068 SFD 8.125 7.859 $1,817.63 360 1-Jun-27 $244,478.66
4613963 PEBBLE BEACH CA 93953 SFD 8.625 8.359 $2,722.26 360 1-May-27 $349,375.63
4613981 PARK CITY UT 84060 SFD 8.000 7.734 $1,871.10 360 1-Jul-27 $254,828.90
4614035 FALLS CHURCH VA 22041 SFD 8.250 7.984 $2,065.99 360 1-Aug-27 $275,000.00
4614141 ROWLAND HEIGHTS ARECA 91748 SFD 8.250 7.984 $1,927.00 360 1-Jun-27 $256,171.75
4614144 CALABASAS CA 91302 SFD 8.125 7.859 $1,989.89 360 1-Jul-27 $267,824.69
4614148 VIENNA VA 22182 SFD 8.125 7.859 $2,732.39 360 1-Jun-27 $367,516.93
4614149 LODI CA 95240 SFD 8.000 7.734 $2,076.55 360 1-Jun-27 $282,618.97
4614155 WILMINGTON DE 19808 SFD 7.750 7.484 $286.57 360 1-Jun-27 $39,943.35
4614161 LOS ANGELES CA 90045 SFD 8.125 7.859 $2,869.01 360 1-Jun-27 $385,892.77
4614169 CARMEL CA 93923 SFD 8.500 8.234 $2,768.09 360 1-Jun-27 $359,562.28
4614172 LOS ANGELES CA 91604 SFD 8.000 7.734 $1,643.63 360 1-Jul-27 $223,849.70
4614175 SALINAS CA 93908 SFD 8.375 8.109 $2,225.49 360 1-Jun-27 $292,434.75
4614177 LOS ANGELES CA 90025 SFD 7.875 7.609 $3,422.33 360 1-Jun-27 $471,348.21
4614181 SAN FRANCISCO CA 94123 SFD 7.750 7.484 $2,328.34 360 1-Jun-27 $324,539.76
4614188 SAN ANSELMO CA 94960 SFD 8.125 7.859 $2,422.40 360 1-Jun-27 $325,821.73
4614229 BEDFORD MA 01757 LCO 8.375 8.109 $2,097.80 360 1-Aug-27 $276,000.00
4614257 SOUTH SAN FRANCISCOCA 94080 SFD 8.625 8.359 $1,832.47 360 1-May-27 $235,179.72
4614302 HOUSTON TX 77024 SFD 7.875 7.609 $3,328.07 360 1-Aug-27 $459,000.00
4614450 PETALUMA CA 94954 SFD 7.625 7.359 $1,953.51 360 1-Jun-27 $275,599.21
4614482 SAN RAFAEL CA 94901 SFD 8.000 7.734 $2,623.94 360 1-Jul-27 $357,360.06
4614493 SOLANA BEACH CA 92075 SFD 8.500 8.234 $2,399.01 360 1-Jun-27 $311,620.64
4614500 PASADENA AREA CA 91107 SFD 8.250 7.984 $2,173.04 360 1-Jun-27 $288,879.85
4614508 BELMONT CA 94002 SFD 8.000 7.734 $2,692.92 360 1-Jun-27 $366,505.86
4614534 OAKLAND CA 94610 SFD 7.875 7.609 $1,566.15 360 1-Jul-27 $215,851.35
4614540 ENCINITAS CA 92024 SFD 8.375 8.109 $3,040.29 360 1-Jun-27 $399,501.02
4614562 SAN DIEGO CA 92109 MF2 8.250 7.984 $2,464.15 360 1-Jul-27 $327,790.85
4614565 INDIANAPOLIS IN 46240 SFD 7.875 7.609 $2,175.21 360 1-Jul-27 $299,793.54
4614637 CINCINNATI OH 45243 SFD 8.000 7.734 $3,580.77 360 1-Jul-27 $487,672.57
4614689 ENCINITAS CA 92024 SFD 8.000 7.734 $2,212.31 360 1-Aug-27 $301,500.00
4614701 EASTON MD 21601 SFD 8.125 7.859 $2,227.50 360 1-Aug-27 $300,000.00
4614997 WALNUT CREEK CA 94596 SFD 8.125 7.859 $2,168.09 360 1-Jun-27 $291,616.70
4615020 DRAPER UT 84020 SFD 8.250 7.984 $1,833.10 360 1-Jul-27 $243,844.40
4615049 NEWPORT BEACH CA 92660 SFD 8.000 7.734 $1,995.84 360 1-Aug-27 $272,000.00
4615095 BERKELEY CA 94704 SFD 8.250 7.984 $2,794.71 360 1-Jun-27 $371,523.95
4615114 LAGUNA NIGUEL CA 92677 SFD 8.000 7.734 $3,492.72 360 1-Jun-27 $475,359.10
4615156 LA VERNE CA 91750 SFD 8.000 7.734 $1,672.98 360 1-Jul-27 $227,847.02
4615245 SAN MARCOS CA 92069 SFD 8.250 7.984 $1,835.34 360 1-Jul-27 $244,144.22
4615304 MELBOURNE FL 32901 SFD 8.625 8.359 $472.90 360 1-Aug-27 $60,800.00
4615344 DALLAS TX 75248 SFD 8.250 7.984 $1,292.18 360 1-Jul-27 $171,890.32
4615380 LOS ANGELES CA 91326 SFD 8.000 7.734 $2,091.23 360 1-Jul-27 $284,808.77
4615422 PISCATAWAY NJ 08854 SFD 7.875 7.609 $1,681.44 360 1-Jul-27 $231,740.40
4615432 SAN DIEGO CA 92131 SFD 8.000 7.734 $2,091.23 360 1-Jun-27 $284,616.27
4615437 SAN JOSE CA 95118 SFD 7.875 7.609 $1,745.97 360 1-Jun-27 $240,467.47
4615455 VENTURA CA 93004 SFD 8.000 7.734 $1,779.38 360 1-Jul-27 $242,337.29
4615458 PASADENA CA 91107 SFD 8.000 7.734 $2,047.94 360 1-Jul-27 $278,912.73
4615461 FAIRFAX STATION VA 22039 SFD 8.125 7.859 $2,151.39 360 1-Jul-27 $289,560.46
4615465 SAN JOSE CA 95120 SFD 8.000 7.734 $2,979.08 360 1-Jun-27 $405,453.36
4615475 PETALUMA CA 94952 SFD 7.875 7.609 $1,827.17 360 1-Jun-27 $251,652.02
4615485 SOUTH SAN FRANCISCOCA 94080 SFD 8.000 7.734 $1,731.68 360 1-Jun-27 $235,682.26
4615501 CAMARILLO CA 93010 SFD 7.750 7.484 $2,493.11 360 1-Jun-27 $347,507.19
4615505 PROVO UT 84601 SFD 8.375 8.109 $2,189.01 360 1-Jun-27 $287,640.73
4615515 FALLBROOK CA 92028 SFD 8.500 8.234 $2,306.74 360 1-Jun-27 $299,635.23
4615524 LOS ANGELES CA 90402 SFD 8.250 7.984 $4,811.86 360 1-Jun-27 $639,680.35
4615543 SHINGLE SPRINGS CA 95682 SFD 8.000 7.734 $1,834.41 360 1-Jun-27 $249,663.40
4615550 MIAMI FL 33156 SFD 8.000 7.734 $3,485.39 360 1-Aug-27 $475,000.00
4615551 BERKELEY CA 94707 SFD 7.750 7.484 $1,683.57 360 1-Jul-27 $234,834.14
4615610 TIGARD OR 97224 SFD 8.625 8.359 $1,902.67 360 1-Aug-27 $244,625.00
4615622 EAST BRUNSWICK NJ 08816 SFD 7.375 7.109 $1,878.64 360 1-Aug-27 $272,000.00
4615690 LAGUNA NIGUEL CA 92677 PUD 8.125 7.859 $2,185.92 360 1-Jul-27 $294,207.41
4615766 NAPA CA 94558 SFD 8.000 7.734 $711.75 360 1-Jul-27 $96,934.92
4615782 MILLSTONE TWSP NJ 08535 SFD 8.375 8.109 $1,910.44 360 1-Aug-27 $251,350.00
4615821 ATLANTA GA 30305 LCO 8.000 7.734 $736.70 360 1-Aug-27 $100,400.00
4615895 CHULA VISTA CA 91910 SFD 8.000 7.734 $2,524.16 360 1-Jul-27 $343,769.17
4615908 NEW HYDE PARK NY 11040 SFD 8.375 8.109 $1,368.14 360 1-Aug-27 $180,000.00
4616002 SAN JOSE CA 95131 LCO 8.000 7.734 $1,227.23 360 1-Jul-27 $167,137.77
4616029 MIAMI BEACH FL 33140 HCO 8.500 8.234 $1,014.97 360 1-Aug-27 $132,000.00
4616036 SCOTTSDALE AZ 85255 SFD 8.000 7.734 $2,141.86 360 1-Jul-27 $291,704.14
4616060 SCOTTSDALE AZ 85250 SFD 7.625 7.359 $2,548.06 360 1-Jul-27 $359,739.44
4616107 CULVER CITY CA 90232 SFD 7.875 7.609 $1,798.17 360 1-Jun-27 $247,657.54
4616128 REDWOOD CITY CA 94065 LCO 8.375 8.109 $1,894.11 360 1-Aug-27 $249,200.00
4616171 SOUTHAMPTON NY 11968 SFD 8.500 8.234 $1,993.80 360 1-Aug-27 $259,300.00
4616300 KAYSVILLE UT 84037 SFD 8.250 7.984 $2,718.84 360 1-Aug-27 $361,900.00
4616375 SOUTHAMPTON NY 11968 SFD 8.500 8.234 $2,352.88 360 1-Aug-27 $306,000.00
4616633 RANCHO MIRAGE CA 92270 SFD 8.250 7.984 $2,561.82 360 1-Jul-27 $340,782.56
4616681 OXNARD CA 93030 SFD 8.250 7.984 $1,690.35 360 1-Aug-27 $225,000.00
4616744 OAKDALE NY 11769 SFD 8.375 8.109 $1,178.12 360 1-Aug-27 $155,000.00
4616810 CORONADO CA 92118 LCO 7.750 7.484 $3,897.29 360 1-Aug-27 $544,000.00
4616857 PLEASANT HILL CA 94523 SFD 8.125 7.859 $1,620.51 360 1-Jul-27 $218,107.22
4616896 PARK CITY UT 84060 PUD 8.375 8.109 $3,454.53 360 1-Aug-27 $454,500.00
4617078 ASHFORD AL 36312 SFD 7.875 7.609 $1,972.19 360 1-Aug-27 $272,000.00
4617087 CARSON CA 90745 SFD 8.000 7.734 $759.45 360 1-Jul-27 $103,430.55
4617154 LOS ANGELES CA 90036 SFD 8.375 8.109 $2,165.45 360 1-Jul-27 $284,722.91
4617607 SARATOGA CA 95070 SFD 7.750 7.484 $3,223.86 360 1-Aug-27 $450,000.00
4617628 SAINT JOSEPH MO 64506 SFD 8.000 7.734 $1,854.23 360 1-Aug-27 $252,700.00
4617733 THOUSAND OAKS CA 91320 SFD 7.625 7.359 $1,813.72 360 1-Jul-27 $256,064.54
4617900 FAIRFAX VA 22030 SFD 7.750 7.484 $2,148.52 360 1-Aug-27 $299,900.00
4618040 WANTAGH NY 11793 SFD 8.500 8.234 $884.26 360 1-Aug-27 $115,000.00
4618149 VIRGINIA BEACH VA 23454 SFD 8.000 7.734 $970.04 360 1-Jul-27 $132,111.30
4618230 RIDGEWOOD NJ 07450 SFD 8.250 7.984 $2,906.65 360 1-Aug-27 $386,900.00
4618331 VIENNA VA 22181 SFD 8.500 8.234 $2,179.87 360 1-Aug-27 $283,500.00
4618345 PALM DESSERT CA 92260 LCO 8.125 7.859 $1,781.99 360 1-Jul-27 $239,843.01
4618462 LAKE FOREST CA 92630 SFD 8.000 7.734 $1,707.84 360 1-Aug-27 $232,750.00
4618502 WOODSTOCK MD 21163 SFD 7.875 7.609 $2,238.29 360 1-Jul-27 $308,487.55
4618646 PLAINSBORO NJ 08512 SFD 8.875 8.609 $2,377.39 360 1-Jul-27 $298,632.49
4618776 PETALUMA CA 94954 SFD 8.000 7.734 $2,610.74 360 1-Jul-27 $355,561.26
4618782 OVERLAND PARK KS 66209 SFD 7.875 7.609 $2,719.01 360 1-Jul-27 $374,741.93
4618783 BURLINGAME CA 94010 SFD 8.250 7.984 $2,216.24 360 1-Jul-27 $294,811.89
4618785 CITY OF CARLSABAD CA 92009 SFD 8.125 7.859 $1,893.37 360 1-Jul-27 $254,833.19
4618787 BLYTHEWOOD SC 29016 SFD 8.250 7.984 $1,675.33 360 1-Jul-27 $222,857.80
4618810 BROOKLYN NY 11234 MF2 8.250 7.984 $3,425.78 360 1-Aug-27 $456,000.00
4618983 REHOBOTH DE 19971 LCO 8.375 8.109 $700.41 360 1-Aug-27 $92,150.00
4618991 MARIETTA GA 30064 SFD 8.625 8.359 $752.91 360 1-Aug-27 $96,800.00
4619397 RESCUE CA 95672 SFD 8.000 7.734 $1,907.79 360 1-Aug-27 $260,000.00
4619715 MONTE SERENO CA 95030 SFD 7.750 7.484 $2,364.16 360 1-Jul-27 $329,767.09
4619804 DELTONA FL 32738 SFD 8.500 8.234 $356.17 360 1-Aug-27 $46,320.00
4619923 MARLBORO NJ 07746 SFD 8.500 8.234 $2,714.27 360 1-Aug-27 $353,000.00
4620098 COLORADO SPRINGS CO 80918 SFD 8.125 7.859 $1,831.00 360 1-Aug-27 $246,600.00
4620166 OAKDALE CA 95361 SFD 8.375 8.109 $1,319.49 360 1-Jul-27 $173,492.09
4620556 MINNETRISTA MN 55364 SFD 8.250 7.984 $1,649.78 360 1-Jul-27 $219,459.97
4620574 ARCADIA CA 91006 SFD 7.750 7.484 $1,948.65 360 1-Aug-27 $272,000.00
4620846 BETHANY BEACH DE 19930 LCO 8.250 7.984 $1,893.20 360 1-Aug-27 $252,000.00
4620890 DANIA FL 33004 SFD 8.125 7.859 $1,877.04 360 1-Aug-27 $252,800.00
4621305 SAN JOSE CA 95148 SFD 7.875 7.609 $1,832.98 360 1-Aug-27 $252,800.00
4621347 KINGWOOD TX 77345 SFD 7.750 7.484 $2,187.93 360 1-Aug-27 $305,400.00
4621356 EVERGREEN CO 80439 SFD 7.875 7.609 $1,903.31 360 1-Aug-27 $262,500.00
4621556 CRESTED BUTTE CO 81224 LCO 8.125 7.859 $691.27 360 1-Aug-27 $93,100.00
4621598 ALBUQUERQUE NM 87122 SFD 8.000 7.734 $1,761.04 360 1-Jul-27 $239,838.96
4621809 MORGAN HILL CA 95037 SFD 7.875 7.609 $2,189.71 360 1-Aug-27 $302,000.00
4622018 SAN JOSE CA 95131 SFD 8.750 8.484 $2,109.93 360 1-Jul-27 $268,045.70
4622033 SAN MARINO CA 91108 SFD 8.250 7.984 $2,734.61 360 1-Jul-27 $363,767.89
4622806 KAILUA-KONA HI 96740 SFD 8.375 8.109 $2,827.47 360 1-Jul-27 $371,768.78
4623042 HIGHLAND VILLAGE TX 75067 SFD 7.875 7.609 $4,314.17 360 1-Aug-27 $595,000.00
4623227 WHITTIER CA 90602 SFD 8.250 7.984 $1,724.16 360 1-Jul-27 $229,353.66
4623331 PHOENIX AZ 85045 SFD 7.875 7.609 $2,049.05 360 1-Aug-27 $282,600.00
4624767 SOLON OH 44139 SFD 7.875 7.609 $1,768.81 360 1-Aug-27 $243,950.00
4625012 LOS ANGELES CA 90045 SFD 7.750 7.484 $1,735.51 360 1-Aug-27 $242,250.00
4625017 ST. SIMONS ISLAND GA 31522 SFD 7.875 7.609 $3,126.86 360 1-Aug-27 $431,250.00
4625679 SAN FRANCISCO CA 94131 SFD 8.000 7.734 $2,472.79 360 1-Aug-27 $337,000.00
4627449 CROFTON MD 21114 SFD 8.000 7.734 $1,721.42 360 1-Aug-27 $234,600.00
4627451 ESCONDIDO CA 92029 SFD 8.125 7.859 $1,593.40 360 1-Jul-27 $214,459.63
$193,959,631.38
</TABLE>
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN INSURANCE SERVICE MORTGAGE SERVICE
NUMBER LTV SUBSIDY CODE FEE LOAN FEE
------ --- ------- ---- --- ---- ---
4522676 75.00 0.250 0.016
4525250 51.67 0.250 0.016
4530809 75.00 0.250 0.016
4545289 75.21 0.250 0.016
4545842 71.43 0.250 0.016
4554618 74.96 0.250 0.016
4558981 88.64 11 0.250 0.016
4561624 94.99 11 0.250 0.016
4562417 80.00 0.250 0.016
4562783 85.24 06 0.250 0.016
4563053 63.62 0.250 0.016
4566423 70.00 0.250 0.016
4567785 90.00 06 0.250 0.016
4569200 89.89 01 0.250 0.016
4570202 70.00 0.250 0.016
4571201 78.99 0.250 0.016
4571991 80.00 0.250 0.016
4572563 80.00 0.250 0.016
4572597 74.68 0.250 0.016
4572626 68.80 0.250 0.016
4572984 78.60 0.250 0.016
4573526 80.00 0.250 0.016
4574584 76.92 0.250 0.016
4575710 80.00 0.250 0.016
4576182 80.00 0.250 0.016
4576853 84.29 33 0.250 0.016
4577006 95.00 0.250 0.016
4577687 94.90 06 0.250 0.016
4578496 70.00 0.250 0.016
4578924 80.00 0.250 0.016
4579095 94.99 06 0.250 0.016
4579167 90.00 11 0.250 0.016
4579498 90.00 11 0.250 0.016
4579734 89.99 0.250 0.016
4579925 80.00 0.250 0.016
4580475 79.99 0.250 0.016
4580496 78.30 0.250 0.016
4580555 80.00 0.250 0.016
4580930 90.00 11 0.250 0.016
4581006 69.65 0.250 0.016
4581095 68.00 0.250 0.016
4581176 77.27 0.250 0.016
4581629 61.84 0.250 0.016
4581892 80.00 0.250 0.016
4582127 56.55 0.250 0.016
4582655 80.00 0.250 0.016
4583335 62.90 0.250 0.016
4583444 74.85 0.250 0.016
4583557 56.83 0.250 0.016
4583819 75.00 0.250 0.016
4584066 70.97 0.250 0.016
4584382 74.91 0.250 0.016
4584580 76.08 0.250 0.016
4584627 80.00 0.250 0.016
4585053 90.00 11 0.250 0.016
4585480 75.00 0.250 0.016
4585965 80.00 0.250 0.016
4585975 79.77 0.250 0.016
4586076 50.00 0.250 0.016
4586381 80.00 0.250 0.016
4586648 80.00 0.250 0.016
4586810 79.03 0.250 0.016
4586849 74.50 0.250 0.016
4588004 90.00 12 0.250 0.016
4588098 90.00 06 0.250 0.016
4588207 80.00 0.250 0.016
4588477 75.00 0.250 0.016
4588617 80.00 0.250 0.016
4588742 80.00 0.250 0.016
4588779 59.52 0.250 0.016
4588913 42.86 0.250 0.016
4589264 62.96 0.250 0.016
4589310 90.00 06 0.250 0.016
4589407 60.00 0.250 0.016
4589469 80.00 0.250 0.016
4589591 70.00 0.250 0.016
4589681 90.00 0.250 0.016
4590453 80.00 0.250 0.016
4590636 43.10 0.250 0.016
4590751 90.00 01 0.250 0.016
4590754 80.00 0.250 0.016
4591180 48.93 0.250 0.016
4591192 80.00 0.250 0.016
4591457 80.00 0.250 0.016
4591489 74.07 0.250 0.016
4591523 95.00 11 0.250 0.016
4591759 80.00 0.250 0.016
4592050 80.00 0.250 0.016
4592057 90.34 01 0.250 0.016
4592060 80.00 0.250 0.016
4592152 89.84 06 0.250 0.016
4592232 70.00 0.250 0.016
4592266 80.00 0.250 0.016
4592372 90.00 11 0.250 0.016
4592433 90.00 11 0.250 0.016
4592497 80.00 0.250 0.016
4592633 80.00 0.250 0.016
4592723 79.99 0.250 0.016
4592764 90.00 06 0.250 0.016
4592950 80.00 0.250 0.016
4593290 63.38 0.250 0.016
4593395 95.00 11 0.250 0.016
4593597 63.41 0.250 0.016
4593773 67.90 0.250 0.016
4593967 90.00 06 0.250 0.016
4593973 80.00 0.250 0.016
4594451 65.57 0.250 0.016
4594527 58.44 0.250 0.016
4594545 89.02 06 0.250 0.016
4594560 90.00 01 0.250 0.016
4594633 50.53 0.250 0.016
4594634 80.00 0.250 0.016
4594643 80.00 0.250 0.016
4594807 80.00 0.250 0.016
4594942 90.00 06 0.250 0.016
4595113 80.00 0.250 0.016
4595115 90.00 01 0.250 0.016
4595194 80.00 0.250 0.016
4595320 80.00 0.250 0.016
4595346 79.99 0.250 0.016
4595439 89.98 24 0.250 0.016
4595462 78.33 0.250 0.016
4595586 69.03 0.250 0.016
4595625 80.00 0.250 0.016
4595663 65.00 0.250 0.016
4595700 80.00 0.250 0.016
4595719 75.00 0.250 0.016
4595731 90.00 17 0.250 0.016
4595742 44.44 0.250 0.016
4595784 89.39 12 0.250 0.016
4595879 39.29 0.250 0.016
4595889 74.42 0.250 0.016
4595924 80.00 0.250 0.016
4595990 72.27 0.250 0.016
4596033 90.00 0.250 0.016
4596066 88.89 06 0.250 0.016
4596092 79.40 0.250 0.016
4596305 69.57 0.250 0.016
4596426 90.00 06 0.250 0.016
4596480 80.00 0.250 0.016
4596508 88.89 01 0.250 0.016
4596559 55.05 0.250 0.016
4596724 80.00 0.250 0.016
4596765 66.06 0.250 0.016
4596909 80.00 0.250 0.016
4596947 90.00 06 0.250 0.016
4596968 78.95 0.250 0.016
4597066 56.52 0.250 0.016
4597140 68.27 0.250 0.016
4597194 80.00 0.250 0.016
4597211 94.99 0.250 0.016
4597285 74.00 0.250 0.016
4597289 89.83 12 0.250 0.016
4597344 59.07 0.250 0.016
4597432 70.16 0.250 0.016
4597560 79.17 0.250 0.016
4597754 80.00 0.250 0.016
4597857 80.00 0.250 0.016
4597884 68.78 0.250 0.016
4597885 75.00 0.250 0.016
4597909 95.00 17 0.250 0.016
4597943 79.56 0.250 0.016
4597987 90.00 01 0.250 0.016
4598021 34.48 0.250 0.016
4598356 80.00 0.250 0.016
4598361 80.00 0.250 0.016
4598403 79.46 0.250 0.016
4598456 78.65 0.250 0.016
4598649 80.00 0.250 0.016
4598657 95.00 0.250 0.016
4598667 79.99 0.250 0.016
4598732 62.96 0.250 0.016
4598894 80.00 0.250 0.016
4598917 40.00 0.250 0.016
4598944 90.00 11 0.250 0.016
4598961 80.00 0.250 0.016
4598978 74.37 0.250 0.016
4599024 79.98 0.250 0.016
4599073 84.99 13 0.250 0.016
4599093 89.99 11 0.250 0.016
4599095 74.95 0.250 0.016
4599177 80.00 0.250 0.016
4599194 66.67 0.250 0.016
4599210 90.00 01 0.250 0.016
4599219 90.00 06 0.250 0.016
4599228 90.00 13 0.250 0.016
4599231 71.01 0.250 0.016
4599233 89.92 12 0.250 0.016
4599242 75.00 0.250 0.016
4599246 80.00 0.250 0.016
4599335 80.00 0.250 0.016
4599455 80.00 0.250 0.016
4599463 48.56 0.250 0.016
4599473 80.00 0.250 0.016
4599499 70.00 0.250 0.016
4599520 80.00 0.250 0.016
4599543 89.94 11 0.250 0.016
4599547 80.00 0.250 0.016
4599553 68.15 0.250 0.016
4599562 78.26 0.250 0.016
4599671 87.95 06 0.250 0.016
4599683 75.00 0.250 0.016
4599764 68.42 0.250 0.016
4599818 79.63 0.250 0.016
4599820 80.00 0.250 0.016
4599982 79.00 0.250 0.016
4600039 79.88 0.250 0.016
4600090 44.72 0.250 0.016
4600142 85.99 06 0.250 0.016
4600203 80.00 0.250 0.016
4600341 74.17 0.250 0.016
4600371 59.09 0.250 0.016
4600380 79.63 0.250 0.016
4600392 94.98 11 0.250 0.016
4600413 80.00 0.250 0.016
4600422 70.89 0.250 0.016
4600435 73.17 0.250 0.016
4600461 79.25 0.250 0.016
4600498 90.00 11 0.250 0.016
4600626 74.15 0.250 0.016
4600658 94.06 11 0.250 0.016
4600663 80.00 0.250 0.016
4600689 57.85 0.250 0.016
4600767 80.00 0.250 0.016
4600792 76.74 0.250 0.016
4600799 80.00 0.250 0.016
4600804 45.05 0.250 0.016
4600813 90.00 06 0.250 0.016
4600964 60.65 0.250 0.016
4601041 66.21 0.250 0.016
4601046 78.50 0.250 0.016
4601059 65.39 0.250 0.016
4601102 80.00 0.250 0.016
4601142 74.60 0.250 0.016
4601171 80.00 0.250 0.016
4601187 73.33 0.250 0.016
4601231 80.00 0.250 0.016
4601255 69.91 0.250 0.016
4601409 89.40 12 0.250 0.016
4601549 90.00 12 0.250 0.016
4601568 80.00 0.250 0.016
4601620 80.00 0.250 0.016
4601622 72.60 0.250 0.016
4601677 90.00 12 0.250 0.016
4601727 90.00 01 0.250 0.016
4601882 93.18 06 0.250 0.016
4601905 80.00 0.250 0.016
4601925 80.00 0.250 0.016
4601953 78.21 0.250 0.016
4601973 66.12 0.250 0.016
4601980 84.99 01 0.250 0.016
4602006 89.67 06 0.250 0.016
4602126 90.00 0.250 0.016
4602198 59.91 0.250 0.016
4602247 80.00 0.250 0.016
4602266 69.78 0.250 0.016
4602301 90.00 12 0.250 0.016
4602399 89.92 06 0.250 0.016
4602403 70.00 0.250 0.016
4602426 90.00 06 0.250 0.016
4602449 79.94 0.250 0.016
4602476 80.00 0.250 0.016
4602495 87.64 11 0.250 0.016
4602498 74.38 0.250 0.016
4602508 80.00 0.250 0.016
4602514 90.00 06 0.250 0.016
4602521 80.00 0.250 0.016
4602543 80.00 0.250 0.016
4602560 90.00 17 0.250 0.016
4602572 69.75 0.250 0.016
4602640 80.00 0.250 0.016
4602656 52.79 0.250 0.016
4602679 80.00 0.250 0.016
4602682 70.59 0.250 0.016
4602719 75.29 0.250 0.016
4602737 80.00 0.250 0.016
4602754 80.00 0.250 0.016
4602774 78.95 0.250 0.016
4602796 60.90 0.250 0.016
4602823 73.95 0.250 0.016
4602887 80.00 0.250 0.016
4602974 75.00 0.250 0.016
4603019 63.12 0.250 0.016
4603055 70.00 0.250 0.016
4603084 86.99 01 0.250 0.016
4603168 79.99 0.250 0.016
4603212 80.00 0.250 0.016
4603223 80.00 0.250 0.016
4603303 40.81 0.250 0.016
4603306 70.00 0.250 0.016
4603436 85.00 06 0.250 0.016
4603520 75.00 0.250 0.016
4603628 90.00 13 0.250 0.016
4603670 39.29 0.250 0.016
4603681 80.00 0.250 0.016
4603689 63.38 0.250 0.016
4603723 68.75 0.250 0.016
4603860 75.48 0.250 0.016
4603861 80.00 0.250 0.016
4603914 88.98 06 0.250 0.016
4603977 80.00 0.250 0.016
4603992 66.67 0.250 0.016
4604019 64.79 0.250 0.016
4604028 69.80 0.250 0.016
4604048 64.18 0.250 0.016
4604049 83.93 0.250 0.016
4604057 76.83 0.250 0.016
4604058 60.00 0.250 0.016
4604116 90.00 0.250 0.016
4604174 72.29 0.250 0.016
4604216 67.42 0.250 0.016
4604218 67.42 0.250 0.016
4604230 90.00 0.250 0.016
4604258 59.57 0.250 0.016
4604316 72.22 0.250 0.016
4604349 90.00 11 0.250 0.016
4604383 80.00 0.250 0.016
4604403 75.00 0.250 0.016
4604422 80.00 0.250 0.016
4604432 50.79 0.250 0.016
4604486 90.00 01 0.250 0.016
4604513 80.00 0.250 0.016
4604537 56.91 0.250 0.016
4604544 50.00 0.250 0.016
4604702 90.00 0.250 0.016
4604772 68.00 0.250 0.016
4604881 72.26 0.250 0.016
4604882 80.00 0.250 0.016
4604884 79.99 0.250 0.016
4604920 90.00 12 0.250 0.016
4605074 62.31 0.250 0.016
4605078 45.00 0.250 0.016
4605091 58.33 0.250 0.016
4605108 89.99 06 0.250 0.016
4605114 80.00 0.250 0.016
4605123 58.82 0.250 0.016
4605284 68.18 0.250 0.016
4605312 80.00 0.250 0.016
4605319 80.00 0.250 0.016
4605447 90.00 06 0.250 0.016
4605486 46.61 0.250 0.016
4605492 95.00 06 0.250 0.016
4605537 75.94 0.250 0.016
4605602 77.06 0.250 0.016
4605666 80.00 0.250 0.016
4605701 43.37 0.250 0.016
4605743 76.27 0.250 0.016
4605837 63.86 0.250 0.016
4605849 80.00 0.250 0.016
4605917 75.94 0.250 0.016
4605924 80.00 0.250 0.016
4605947 79.98 0.250 0.016
4605961 90.00 0.250 0.016
4606006 73.33 0.250 0.016
4606025 75.86 0.250 0.016
4606057 70.00 0.250 0.016
4606074 79.99 0.250 0.016
4606090 75.00 0.250 0.016
4606092 90.00 0.250 0.016
4606099 80.00 0.250 0.016
4606106 85.00 0.250 0.016
4606117 80.00 0.250 0.016
4606203 79.17 0.250 0.016
4606249 95.00 0.250 0.016
4606279 67.50 0.250 0.016
4606344 77.89 0.250 0.016
4606485 74.99 0.250 0.016
4606582 61.21 0.250 0.016
4606724 83.61 17 0.250 0.016
4606744 69.79 0.250 0.016
4606762 80.00 0.250 0.016
4606773 95.00 11 0.250 0.016
4606793 80.00 0.250 0.016
4606797 80.00 0.250 0.016
4606909 42.94 0.250 0.016
4607030 95.00 11 0.250 0.016
4607041 79.37 0.250 0.016
4607050 80.00 0.250 0.016
4607058 80.00 0.250 0.016
4607212 90.00 13 0.250 0.016
4607222 80.00 0.250 0.016
4607245 80.00 0.250 0.016
4607247 60.00 0.250 0.016
4607256 90.00 13 0.250 0.016
4607303 80.00 0.250 0.016
4607341 53.62 0.250 0.016
4607357 75.00 0.250 0.016
4607568 62.07 0.250 0.016
4607595 67.39 0.250 0.016
4607605 80.00 0.250 0.016
4607625 80.00 0.250 0.016
4607668 79.79 0.250 0.016
4607670 74.07 0.250 0.016
4607754 89.80 06 0.250 0.016
4607773 75.00 0.250 0.016
4607835 75.00 0.250 0.016
4607873 62.93 0.250 0.016
4607877 84.21 11 0.250 0.016
4607955 74.72 0.250 0.016
4608046 89.98 11 0.250 0.016
4608066 65.00 0.250 0.016
4608087 74.83 0.250 0.016
4608194 75.00 0.250 0.016
4608312 80.00 0.250 0.016
4608319 80.00 0.250 0.016
4608325 89.89 33 0.250 0.016
4608413 71.90 0.250 0.016
4608418 80.00 0.250 0.016
4608490 79.98 0.250 0.016
4608497 52.72 0.250 0.016
4608578 66.67 0.250 0.016
4608593 80.00 0.250 0.016
4608616 90.00 01 0.250 0.016
4608646 90.00 11 0.250 0.016
4608744 90.00 17 0.250 0.016
4608818 89.69 0.250 0.016
4609017 79.99 0.250 0.016
4609097 88.37 06 0.250 0.016
4609130 80.00 0.250 0.016
4609144 80.00 0.250 0.016
4609247 80.00 0.250 0.016
4609346 61.11 0.250 0.016
4609431 75.00 0.250 0.016
4609435 80.00 0.250 0.016
4609458 47.97 0.250 0.016
4609460 90.00 11 0.250 0.016
4609464 90.00 11 0.250 0.016
4609596 65.00 0.250 0.016
4609672 68.29 0.250 0.016
4609675 80.00 0.250 0.016
4609690 90.00 0.250 0.016
4609730 66.02 0.250 0.016
4609743 74.99 0.250 0.016
4609907 78.26 0.250 0.016
4609932 80.00 0.250 0.016
4609966 95.00 11 0.250 0.016
4609984 80.00 0.250 0.016
4609996 75.00 0.250 0.016
4610020 69.57 0.250 0.016
4610046 85.00 17 0.250 0.016
4610096 64.79 0.250 0.016
4610099 80.00 0.250 0.016
4610115 93.75 06 0.250 0.016
4610162 89.82 01 0.250 0.016
4610180 76.28 0.250 0.016
4610212 89.99 0.250 0.016
4610215 80.00 0.250 0.016
4610246 79.31 0.250 0.016
4610273 74.88 0.250 0.016
4610331 63.86 0.250 0.016
4610337 79.26 0.250 0.016
4610439 89.97 06 0.250 0.016
4610441 90.00 0.250 0.016
4610442 67.92 0.250 0.016
4610462 50.86 0.250 0.016
4610470 34.68 0.250 0.016
4610477 80.00 0.250 0.016
4610553 80.00 0.250 0.016
4610561 80.00 0.250 0.016
4610566 55.17 0.250 0.016
4610567 30.19 0.250 0.016
4610570 80.00 0.250 0.016
4610579 90.00 06 0.250 0.016
4610581 75.00 0.250 0.016
4610593 80.00 0.250 0.016
4610605 90.00 01 0.250 0.016
4610615 62.49 0.250 0.016
4610616 80.00 0.250 0.016
4610703 73.53 0.250 0.016
4610711 76.02 0.250 0.016
4610743 80.00 0.250 0.016
4610745 90.00 0.250 0.016
4610773 90.00 0.250 0.016
4610811 66.67 0.250 0.016
4610836 80.00 0.250 0.016
4610839 69.99 0.250 0.016
4610897 62.43 0.250 0.016
4610953 88.85 06 0.250 0.016
4610963 80.00 0.250 0.016
4610973 80.00 0.250 0.016
4610981 45.05 0.250 0.016
4610992 73.78 0.250 0.016
4611004 90.00 17 0.250 0.016
4611047 80.00 0.250 0.016
4611054 77.78 0.250 0.016
4611060 79.26 0.250 0.016
4611072 90.00 0.250 0.016
4611149 75.00 0.250 0.016
4611413 76.77 0.250 0.016
4611418 80.00 0.250 0.016
4611423 90.00 0.250 0.016
4611474 80.00 0.250 0.016
4611494 47.06 0.250 0.016
4611518 67.22 0.250 0.016
4611520 71.97 0.250 0.016
4611527 79.99 0.250 0.016
4611535 69.33 0.250 0.016
4611607 73.17 0.250 0.016
4611673 66.76 0.250 0.016
4611776 79.76 0.250 0.016
4611787 89.96 0.250 0.016
4611792 74.99 0.250 0.016
4611948 57.97 0.250 0.016
4612027 80.00 0.250 0.016
4612140 75.00 0.250 0.016
4612142 80.00 0.250 0.016
4612148 90.00 50 0.250 0.016
4612237 75.00 0.250 0.016
4612282 75.00 0.250 0.016
4612319 79.21 0.250 0.016
4612327 90.00 01 0.250 0.016
4612365 79.99 0.250 0.016
4612499 80.00 0.250 0.016
4612510 74.97 0.250 0.016
4612518 68.02 0.250 0.016
4612530 79.66 0.250 0.016
4612543 72.90 0.250 0.016
4612544 75.00 0.250 0.016
4612557 85.00 11 0.250 0.016
4612574 90.00 0.250 0.016
4612613 82.76 06 0.250 0.016
4612697 80.00 0.250 0.016
4612700 79.90 0.250 0.016
4612747 89.98 24 0.250 0.016
4612849 80.00 0.250 0.016
4612887 60.30 0.250 0.016
4612896 75.00 0.250 0.016
4612904 78.73 0.250 0.016
4612905 79.89 0.250 0.016
4612908 75.00 0.250 0.016
4612914 80.00 0.250 0.016
4612934 80.00 0.250 0.016
4613183 76.19 0.250 0.016
4613205 79.97 0.250 0.016
4613236 80.00 0.250 0.016
4613244 74.81 0.250 0.016
4613248 80.00 0.250 0.016
4613255 75.00 0.250 0.016
4613269 80.00 0.250 0.016
4613273 79.96 0.250 0.016
4613282 80.00 0.250 0.016
4613288 60.51 0.250 0.016
4613319 63.75 0.250 0.016
4613388 80.00 0.250 0.016
4613420 72.46 0.250 0.016
4613443 80.00 0.250 0.016
4613458 89.99 0.250 0.016
4613483 75.00 0.250 0.016
4613662 80.00 0.250 0.016
4613670 50.25 0.250 0.016
4613770 79.93 0.250 0.016
4613777 89.30 13 0.250 0.016
4613786 89.66 0.250 0.016
4613866 75.47 0.250 0.016
4613920 80.00 0.250 0.016
4613932 80.00 0.250 0.016
4613936 80.00 0.250 0.016
4613942 80.00 0.250 0.016
4613952 80.00 0.250 0.016
4613959 80.00 0.250 0.016
4613963 61.95 0.250 0.016
4613981 68.92 0.250 0.016
4614035 66.27 0.250 0.016
4614141 90.00 06 0.250 0.016
4614144 80.00 0.250 0.016
4614148 80.00 0.250 0.016
4614149 70.75 0.250 0.016
4614155 30.77 0.250 0.016
4614161 80.00 0.250 0.016
4614169 50.70 0.250 0.016
4614172 80.00 0.250 0.016
4614175 80.00 0.250 0.016
4614177 80.00 0.250 0.016
4614181 50.00 0.250 0.016
4614188 75.00 0.250 0.016
4614229 75.00 0.250 0.016
4614257 95.00 06 0.250 0.016
4614302 49.89 0.250 0.016
4614450 80.00 0.250 0.016
4614482 80.00 0.250 0.016
4614493 80.00 0.250 0.016
4614500 89.00 01 0.250 0.016
4614508 64.75 0.250 0.016
4614534 80.00 0.250 0.016
4614540 70.18 0.250 0.016
4614562 80.00 0.250 0.016
4614565 63.16 0.250 0.016
4614637 80.00 0.250 0.016
4614689 90.00 0.250 0.016
4614701 76.73 0.250 0.016
4614997 80.00 0.250 0.016
4615020 79.76 0.250 0.016
4615049 69.74 0.250 0.016
4615095 80.00 0.250 0.016
4615114 80.00 0.250 0.016
4615156 80.00 0.250 0.016
4615245 89.99 12 0.250 0.016
4615304 65.84 0.250 0.016
4615344 80.00 0.250 0.016
4615380 58.76 0.250 0.016
4615422 79.99 0.250 0.016
4615432 72.15 0.250 0.016
4615437 78.95 0.250 0.016
4615455 89.98 06 0.250 0.016
4615458 79.97 0.250 0.016
4615461 95.00 01 0.250 0.016
4615465 63.44 0.250 0.016
4615475 80.00 0.250 0.016
4615485 85.51 01 0.250 0.016
4615501 60.00 0.250 0.016
4615505 80.00 0.250 0.016
4615515 80.00 0.250 0.016
4615524 66.37 0.250 0.016
4615543 50.81 0.250 0.016
4615550 66.90 0.250 0.016
4615551 70.15 0.250 0.016
4615610 95.00 06 0.250 0.016
4615622 80.00 0.250 0.016
4615690 80.00 0.250 0.016
4615766 25.19 0.250 0.016
4615782 90.99 06 0.250 0.016
4615821 74.98 0.250 0.016
4615895 76.44 0.250 0.016
4615908 80.00 0.250 0.016
4616002 75.00 0.250 0.016
4616029 80.00 0.250 0.016
4616036 79.99 0.250 0.016
4616060 74.64 0.250 0.016
4616107 80.00 0.250 0.016
4616128 89.99 0.250 0.016
4616171 95.00 0.250 0.016
4616300 90.00 06 0.250 0.016
4616375 90.00 06 0.250 0.016
4616633 77.50 0.250 0.016
4616681 75.00 0.250 0.016
4616744 69.51 0.250 0.016
4616810 80.00 0.250 0.016
4616857 90.00 06 0.250 0.016
4616896 79.99 0.250 0.016
4617078 80.00 0.250 0.016
4617087 72.13 0.250 0.016
4617154 74.97 0.250 0.016
4617607 63.20 0.250 0.016
4617628 79.99 0.250 0.016
4617733 79.99 0.250 0.016
4617900 74.99 0.250 0.016
4618040 74.19 0.250 0.016
4618149 62.36 0.250 0.016
4618230 89.98 01 0.250 0.016
4618331 90.00 0.250 0.016
4618345 80.00 0.250 0.016
4618462 95.00 11 0.250 0.016
4618502 89.96 01 0.250 0.016
4618646 80.00 0.250 0.016
4618776 80.00 0.250 0.016
4618782 79.96 0.250 0.016
4618783 72.13 0.250 0.016
4618785 75.00 0.250 0.016
4618787 74.58 0.250 0.016
4618810 80.00 0.250 0.016
4618983 74.98 0.250 0.016
4618991 80.00 0.250 0.016
4619397 76.70 0.250 0.016
4619715 34.74 0.250 0.016
4619804 80.00 0.250 0.016
4619923 73.54 0.250 0.016
4620098 90.00 50 0.250 0.016
4620166 80.00 0.250 0.016
4620556 90.00 06 0.250 0.016
4620574 80.00 0.250 0.016
4620846 80.00 0.250 0.016
4620890 80.00 0.250 0.016
4621305 80.00 0.250 0.016
4621347 80.00 0.250 0.016
4621356 75.00 0.250 0.016
4621556 70.00 0.250 0.016
4621598 75.00 0.250 0.016
4621809 84.13 0.250 0.016
4622018 90.00 0.250 0.016
4622033 80.00 0.250 0.016
4622806 80.00 0.250 0.016
4623042 66.48 0.250 0.016
4623227 90.71 24 0.250 0.016
4623331 85.00 01 0.250 0.016
4624767 85.00 0.250 0.016
4625012 95.00 33 0.250 0.016
4625017 75.00 0.250 0.016
4625679 77.47 0.250 0.016
4627449 78.30 0.250 0.016
4627451 67.59 0.250 0.016
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
<TABLE>
<CAPTION>
NASCOR
NMI / 1997-12 Exhibit F-3 (Part A)
20 & 30 YEAR FIXED RATE NON-RELOCATION LOANS
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>
4543095 YORBA LINDA CA 92686 SFD 8.250 7.984 $817.53 360 1-Feb-24 $104,798.52
4563563 BALD HEAD ISLAND NC 28461 SFD 8.125 7.859 $2,618.79 360 1-Jan-27 $351,051.80
4572777 BEAVERCREEK OH 45440 SFD 8.250 7.984 $2,103.55 360 1-Feb-27 $278,910.12
4573131 MONROEVILLE PA 15146 SFD 8.000 7.734 $2,740.62 360 1-Feb-27 $371,970.99
4578211 BALD HEAD ISLAND NC 28461 SFD 7.750 7.484 $2,417.89 360 1-Feb-27 $336,047.51
4578507 BALD HEAD ISLAND NC 28461 SFD 7.875 7.609 $2,186.81 360 1-Feb-27 $300,334.04
4579523 COLLIERVILLE TN 38017 SFD 8.000 7.734 $2,201.30 360 1-Feb-27 $298,771.90
4579738 MEDINA MN 55356 SFD 8.125 7.859 $2,969.99 360 1-Jun-27 $399,474.91
4588958 NAPERVILLE IL 60565 SFD 8.000 7.984 $1,746.36 360 1-Jun-27 $237,669.18
4595330 ROSWELL GA 30076 SFD 8.000 7.734 $2,054.55 360 1-Jul-27 $279,812.12
4595828 MINNEAPOLIS MN 55405 SFD 8.125 7.859 $2,227.50 360 1-Jun-27 $299,606.17
4609428 WEST BLOOMFIELD MI 48323 SFD 8.375 8.109 $1,660.00 360 1-Jul-27 $218,264.25
4610668 TALLAHASSEE FL 32312 SFD 8.500 8.234 $1,730.06 360 1-May-27 $224,588.16
4610678 BRENTWOOD TN 37027 SFD 8.125 7.859 $1,817.64 360 1-Jun-27 $244,415.33
4610922 ALPHARETTA GA 30202 SFD 8.500 8.234 $2,196.02 360 1-May-27 $285,077.25
4611781 FORT LAUDERDALE FL 33308 SFD 8.500 8.234 $1,906.91 360 1-May-27 $247,546.07
4613664 ORLANDO FL 32827 SFD 9.000 8.734 $1,915.00 360 1-Apr-27 $237,474.12
4616655 KNOXVILLE TN 37919 SFD 8.125 7.859 $2,880.89 360 1-Jun-27 $387,490.66
4616674 MECHANICSVILLE VA 23116 SFD 8.500 8.234 $1,753.13 360 1-May-27 $227,582.67
4617134 SHAKER HTS OH 44120 SFD 8.500 8.234 $1,922.29 360 1-May-27 $249,542.40
4617706 POWDER SPRINGS GA 30073 SFD 8.125 7.859 $1,806.50 360 1-Jun-27 $242,980.61
4618295 WELLINGTON FL 33414 SFD 7.875 7.609 $1,993.94 360 1-Jun-27 $274,620.26
</TABLE>
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN INSURANCE SERVICE MORTGAGE SERVICE
NUMBER LTV SUBSIDY CODE FEE LOAN FEE
------ --- ------- ---- --- ---- ---
4543095 52.13 0.250 0.016
4563563 79.98 0.250 0.016
4572777 88.89 06 0.250 0.016
4573131 90.00 13 0.250 0.016
4578211 90.00 12 0.250 0.016
4578507 80.00 0.250 0.016
4579523 78.64 0.250 0.016
4579738 80.00 0.250 0.016
4588958 89.81 06 0.000 0.016
4595330 80.00 0.250 0.016
4595828 57.14 0.250 0.016
4609428 80.00 0.250 0.016
4610668 90.00 24 0.250 0.016
4610678 80.00 0.250 0.016
4610922 80.00 0.250 0.016
4611781 80.00 0.250 0.016
4613664 79.87 0.250 0.016
4616655 80.00 0.250 0.016
4616674 80.00 0.250 0.016
4617134 89.93 11 0.250 0.016
4617706 89.99 13 0.250 0.016
4618295 74.07 0.250 0.016
NASCOR
NMI / 1997-12 Exhibit F-3 (Part B)
20 & 30 YEAR FIXED RATE NON-RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- ------- ------------------------- --------------------------
4543095 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4563563 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4572777 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4573131 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4578211 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4578507 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4579523 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4579738 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4588958 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4595330 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4595828 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4609428 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4610668 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4610678 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4610922 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4611781 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4613664 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4616655 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4616674 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4617134 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4617706 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4618295 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
Name of Mortgagor:
-----------------------------
Servicer
Loan No.:
-----------------------------
Custodian/Trustee
Name:
-----------------------------
Address:
-----------------------------
-----------------------------
Custodian/Trustee
Mortgage File No.:
-----------------------------
Seller
Name:
-----------------------------
Address:
-----------------------------
-----------------------------
Certificates: Mortgage Pass-Through
Certificates, Series 1997-12
The undersigned Master Servicer hereby acknowledges that it has received
from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 1997-12, 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 August 29, 1997 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated ______________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or
endorsed to the order of, the Trustee.
<PAGE>
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at page/image
____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State
of _____________________ in book/reel/docket ____________________ of
official records at page/image ------------.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as
follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee when
the need therefor no longer exists, unless the Mortgage Loan relating to
the Documents has been liquidated and the proceeds thereof have been
remitted to the Certificate Account and except as expressly provided in the
Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee, and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
<PAGE>
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 1997-12, 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 acting on behalf of or
investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class [A-R][A-LR] Certificate
as they become due.
<PAGE>
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 person other than a U.S. Person (a
"Non-U.S. Person") or (ii) is a Non-U.S. Person that holds the Class [A-R][A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class [A-R][A-LR] Certificate to
it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class [A-R][A-LR]
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means 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 U.S. Persons 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 1997-12, 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 1997-12
CLASS [A-7] [A-PO] [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 1997-12, Class
[A-7] [A-PO] [B-3] [B-4] [B-5] Certificates (the "Class [A-7] [A-PO] [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 August 29, 1997 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer") and First Union National Bank, as trustee (the "Trustee"), of Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1997-12.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:
<PAGE>
(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-7] [A-PO] [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-7] [A-PO] [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-7] [A-PO] [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-7] [A-PO] [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 August __, 1997, relating to
the Class [A-7] [A-PO] [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-7]
[A-PO] [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-7] [A-PO] [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-7] [A-PO] [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-7] [A-PO] [B-3] [B-4] [B-5] Certificates other
than in connection with a subsequent sale of Class [A-7] [A-PO] [B-3] [B-4]
[B-5] Certificates.
[(e) For the Class A-PO, 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) 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
<PAGE>
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-7 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 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, 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-7] [A-PO] [B-3] [B-4] [B-5] Certificates is in compliance therewith.
Section 3. Transfer of Class [A-7] [A-PO] [B-3] [B-4] [B-5] Certificates.
(a) The Purchaser understands that the Class [A-7] [A-PO] [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-7] [A-PO] [B-3] [B-4] [B-5] Certificates are
registered under the Act and applicable state law or unless an exemption
from registration is available. The Purchaser further understands that
neither NASCOR, the Master Servicer nor the Trustee is under any obligation
to register the Class [A-7] [A-PO] [B-3] [B-4] [B-5] Certificates or make
an exemption available. In the event that such a transfer is to be made in
reliance upon an exemption from the Act or applicable state securities
laws, (i) the Trustee shall require, in order to assure compliance with
such laws, that the Certificateholder's prospective transferee certify to
NASCOR and the Trustee as to the factual basis for the registration or
qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the Act,
the Trustee or NASCOR may, if such transfer is made within three years from
the later of (a) the Closing Date or (b) the last date on which NASCOR or
any affiliate thereof was a holder of the Certificates proposed to be
transferred, require an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the
<PAGE>
Act and state securities laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Master Servicer or NASCOR. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Master Servicer, any Paying Agent
acting on behalf of the Trustee and NASCOR against any liability that may
result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.
(b) No transfer of a Class [A-7] [A-PO] [B-3] [B-4] [B-5] Certificate
shall be made unless the transferee provides NASCOR and the Trustee with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-7] [A-PO] [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 1997-12
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 1997-12, 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 August 29, 1997 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer") and First Union National Bank, as trustee (the "Trustee") of Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1997-12.
<PAGE>
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to 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
Countrywide Home Loans, Inc. Servicing Agreement
First Bank National Association 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 1997-12, Class ____ (the
"Class B Certificates"). The Class B Certificates were issued pursuant to a
Pooling and Servicing Agreement dated as of August 29, 1997 among Norwest Asset
Securities Corporation, as Seller ("NASCOR"), Norwest Bank Minnesota, National
Association, as Master Servicer and First Union National Bank, 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:
<PAGE>
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).
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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.
<PAGE>
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 1997-12. 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
<PAGE>
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").
<PAGE>
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.
<PAGE>
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
<PAGE>
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:
