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: September 29, 1997
(Date of earliest event reported)
Commission File No. 333-21263
Norwest Asset Securities Corporation
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Delaware 52-1972128
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(State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way, Frederick, Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. Other Events
On September 29, 1997, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1997-15, Class A-1, Class A-2, Class A-3, Class A-4, Class A-PO, Class A-R,
Class M, Class B-1 and Class B-2 (the "Offered Certificates"), having an
aggregate original principal balance of $168,986,999.29. The Offered
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of September 29, 1997, among the Registrant, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer" or "Norwest Bank"),
United States Trust Company of New York, as trustee, and First Union National
Bank, as trust administrator (the "Agreement"), a copy of which is filed as an
exhibit hereto. Mortgage Pass-Through Certificates, Series 1997-15, Class A-WIO
Certificates having no principal balance and Class B-3, Class B-4 and Class B-5
Certificates, having an aggregate initial principal balance of $1,191,363.95
(the "Private Class B Certificates" and, together with the Class A-WIO
Certificates and the Offered Certificates, the "Certificates"), were also issued
pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 99.30% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans which
may include loans secured by shares issued by cooperative housing corporations.
The remaining undivided interests in the Trust Estate are evidenced by the
Private Class B Certificates, distributions on which are subordinated to
distributions on the Offered Certificates, and the Class A-WIO Certificates.
Interest on the Offered Certificates (other than the Class A-PO
Certificates) will be distributed on each Distribution Date (as defined in the
Agreement). Monthly distributions in reduction of the principal balance of the
Offered Certificates will be allocated to the Offered Certificates in accordance
with the priorities set forth in the Agreement. Distributions of interest and in
reduction of principal balance on any Distribution Date will be made to the
extent that the Pool Distribution Amount is sufficient therefor.
An election will be made to treat the Trust Estate a REMIC for federal
income tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-WIO, Class A-PO, Class M, Class B-1, Class B-2, Class B-3, Class
B-4 and Class B-5 Certificates will be treated as "regular interests" in the
REMIC and the Class A-R Certificate will be treated as the "residual interest"
in the REMIC.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing
Agreement, dated as of
September 29, 1997, among
Norwest Asset Securities
Corporation, Norwest Bank
Minnesota, National
Association, United States
Trust Company of New York,
as trustee, and First Union
National Bank, as trust
administrator.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
September 29, 1997
------------------------------------
Alan McKenney
Assistant Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated as of September 29, 1997 among
Norwest Asset Securities Corporation, Norwest Bank
Minnesota, National Association, United States
Trust Company of New York, as trustee, and First
Union National Bank, as trust administrator.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of September 29, 1997
$170,178,363.24
Mortgage Pass-Through Certificates
Series 1997-15
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions......................................................
Section 1.02. Acts of Holders..................................................
Section 1.03. Effect of Headings and Table of Contents.........................
Section 1.04. Benefits of Agreement............................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.....................................
Section 2.02. Acceptance by Trust Administrator................................
Section 2.03. Representations and Warranties of the Master Servicer
and the Seller................................................
Section 2.04. Execution and Delivery of Certificates...........................
Section 2.05. Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date.............................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE:
SERVICING OF THE MORTGAGE LOANS
Section 3.01. Certificate Account..............................................
Section 3.02. Permitted Withdrawals from the Certificate Account...............
Section 3.03. Advances by Master Servicer and Trust Administrator..............
Section 3.04. Trust Administrator to Cooperate; Release of Owner
Mortgage Loan Files...........................................
Section 3.05. Reports to the Trustee and Trust Administrator;
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
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO
CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01. Distributions....................................................
Section 4.02. Allocation of Realized Losses....................................
Section 4.03. Paying Agent.....................................................
Section 4.04. Statements to Certificateholders; Report to the Trust
Administrator 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
THE CERTIFICATES
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
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer..................
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.....
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others...........................................
Section 6.04. Resignation of the Master Servicer...............................
Section 6.05. Compensation to the Master Servicer..............................
Section 6.06. Assignment or Delegation of Duties by Master Servicer............
Section 6.07. Indemnification of Trustee, Trust Administrator and
Seller by Master Servicer.....................................
ARTICLE VII
DEFAULT
Section 7.01. Events of Default................................................
Section 7.02. Other Remedies of Trustee........................................
Section 7.03. Directions by Certificateholders and Duties of Trustee
During Event of Default.......................................
Section 7.04. Action upon Certain Failures of the Master Servicer and
upon Event of Default.........................................
Section 7.05. Trust Administrator to Act; Appointment of Successor.............
Section 7.06. Notification to Certificateholders...............................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee and Trust Administrator........................
Section 8.02. Certain Matters Affecting the Trustee and the Trust
Administrator................................................
Section 8.03. Neither Trustee nor Trust Administrator Required to Make
Investigation................................................
Section 8.04. Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans...............................
Section 8.05. Trustee and Trust Administrator May Own Certificates.............
Section 8.06. The Master Servicer to Pay Fees and Expenses.....................
Section 8.07. Eligibility Requirements.........................................
Section 8.08. Resignation and Removal..........................................
Section 8.09. Successor........................................................
Section 8.10. Merger or Consolidation..........................................
Section 8.11. Authenticating Agent.............................................
Section 8.12. Separate Trustees and Co-Trustees................................
Section 8.13. Appointment of Custodians........................................
Section 8.14. Tax Matters; Compliance with REMIC Provisions....................
Section 8.15. Monthly Advances.................................................
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or Liquidation
of All Mortgage Loans.........................................
Section 9.02. Additional Termination Requirements..............................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.......................................................
Section 10.02. Recordation of Agreement........................................
Section 10.03. Limitation on Rights of Certificateholders......................
Section 10.04. Governing Law; Jurisdiction.....................................
Section 10.05. Notices.........................................................
Section 10.06. Severability of Provisions......................................
Section 10.07. Special Notices to Rating Agencies..............................
Section 10.08. Covenant of Seller..............................................
Section 10.09. Recharacterization..............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.................................
Section 11.02. Cut-Off Date....................................................
Section 11.03. Cut-Off Date Aggregate Principal Balance........................
Section 11.04. Original Class A Percentage.....................................
Section 11.05. Original Class A Subclass Principal Balances....................
Section 11.06. Original Class A Non-PO Principal Balance.......................
Section 11.07. Original Subordinated Percentage................................
Section 11.08. Original Class M Percentage.....................................
Section 11.09. Original Class M Principal Balance..............................
Section 11.10. Original Class M Fractional Interest............................
Section 11.11. Original Class B-1 Percentage...................................
Section 11.12. Original Class B-2 Percentage...................................
Section 11.13. Original Class B-3 Percentage...................................
Section 11.14. Original Class B-4 Percentage...................................
Section 11.15. Original Class B-5 Percentage...................................
Section 11.16. Original Class B Principal Balance..............................
Section 11.17. Original Class B Subclass Principal Balances....................
Section 11.18. Original Class B-1 Fractional Interest..........................
Section 11.19. Original Class B-2 Fractional Interest..........................
Section 11.20. Original Class B-3 Fractional Interest..........................
Section 11.21. Original Class B-4 Fractional Interest..........................
Section 11.22. Closing Date....................................................
Section 11.23. Right to Purchase...............................................
Section 11.24. Wire Transfer Eligibility.......................................
Section 11.25. Single Certificate..............................................
Section 11.26. Servicing Fee Rate..............................................
Section 11.27. Master Servicing Fee Rate.......................................
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-WIO - Form of Face of Class A-WIO Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT C - Form of Face of Class M Certificate
EXHIBIT D - Form of Reverse of Series 1997-15 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 Class A-R Certificate
EXHIBIT J - Transferee's Letter (Class [A-WIO][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 September 29, 1997
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and the Class M
Certificates or any Class B Subclass, the greater of (A) zero and (B) (i) the
principal balance of such Class or Subclass with respect to such Distribution
Date minus (ii) the Adjustment Amount for such Distribution Date less, with
respect to the Class M Certificates, the Class B Principal Balance or, with
respect to any Class B Subclass, the Class B Subclass Principal Balances for any
Class B Subclasses with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance, Class M Principal Balance and Class B
Principal Balance as of the related Determination Date and (B) the sum of (i)
the sum of the Class A Principal Balance, Class M Principal Balance and Class B
Principal Balance as of the Determination Date succeeding such Distribution
Date, (ii) the principal portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Certificates with respect
to such Distribution Date and (iii) the aggregate amount that would have been
distributed to all Classes as principal in accordance with Section 4.01(a) for
such Distribution Date without regard to the provisos in the definitions of
Class M Optimal Principal Amount, Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount and Class B-5 Optimal Principal Amount.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trust
Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trust Administrator in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal $100,000
minus the aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates or, following the reduction of the Class B Principal Balance to
zero, solely to the Class M Certificates in accordance with Section 4.02(a)
since the Cut-Off Date. As of any Distribution Date on or after the first
anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a) the
Bankruptcy Loss Amount calculated as of the close of business on the Business
Day immediately preceding the most recent anniversary of the Cut-Off Date
coinciding with or preceding such Distribution Date (the "Relevant Anniversary")
and (b) such lesser amount which, as determined on the Relevant Anniversary will
not cause any rated Certificates to be placed on credit review status (other
than for possible upgrading) by either Rating Agency minus (2) the aggregate
amount of Bankruptcy Losses allocated solely to the Class B Certificates or,
following the reduction of the Class B Principal Balance to zero, solely to the
Class M Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary. On and after the Cross-Over Date the Bankruptcy Loss Amount shall
be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates and Class A-4 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 Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i) variations
in the Percentage Interest evidenced thereby and (ii) in the case of the Class A
Certificates and Class B Certificates, variations in Subclass designation and
other Subclass characteristics.
Class A Certificate: Any one of Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-PO
Certificates, Class A-WIO Certificates or Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class A Certificates pursuant to
Paragraphs first, second, third and fourth of Section 4.01(a) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Class A Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the Class A Non-PO Principal Balance.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the sum
of the Class A Subclass Unpaid Interest Shortfalls for each Class A Subclass and
(iii) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan.
Class A Non-PO Principal 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 aggregate amount distributed in respect of the Class A Subclasses pursuant
to Paragraph third clause (A) of Section 4.01(a).
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 September 2002, 100%. As to any Distribution Date
subsequent to September 2002 to and including the Distribution Date in September
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 September 2003 to and including the Distribution Date in
September 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 September 2004 to and including the Distribution Date in
September 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 September 2005 to and including the Distribution Date in
September 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 September 2006, the Class A Percentage as of such
Distribution Date. The foregoing is subject to the following: (i) if the
aggregate distribution to Holders of Class A Certificates on any Distribution
Date of the Class A Prepayment Percentage provided above of (a) Unscheduled
Principal Receipts distributable on such Distribution Date would reduce the
Class A Non-PO Principal Balance below zero, the Class A Prepayment Percentage
for such Distribution Date shall be the percentage necessary to bring the Class
A Non-PO Principal Balance to zero and thereafter the Class A Prepayment
Percentage shall be zero and (ii) if the Class A Percentage as of any
Distribution Date is greater than the Original Class A Percentage, the Class A
Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding
the foregoing, with respect to any Distribution Date on which the following
criteria are not met, the reduction of the Class A Prepayment Percentage
described in the second through sixth sentences of this definition of Class A
Prepayment Percentage shall not be applicable with respect to such Distribution
Date. In such event, the Class A Prepayment Percentage for such Distribution
Date will be determined in accordance with the applicable provision, as set
forth in the first through fifth sentences above, which was actually used to
determine the Class A Prepayment Percentage for the Distribution Date occurring
in the September 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 October 2002 and September 2003,
(2) 35% of the Original Subordinated Principal Balance if such Distribution Date
occurs between and including October 2003 and September 2004, (3) 40% of the
Original Subordinated Principal Balance if such Distribution Date occurs between
and including October 2004 and September 2005, (4) 45% of the Original
Subordinated Principal Balance if such Distribution Date occurs between and
including October 2005 and September 2006, and (5) 50% of the Original
Subordinated Principal Balance if such Distribution Date occurs during or after
October 2006. With respect to any Distribution Date on which the Class A
Prepayment Percentage is reduced below the Class A Prepayment Percentage for the
prior Distribution Date, the Master Servicer shall certify to the Trust
Administrator, based upon information provided by each Servicer as to the
Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Class A Principal Balance: As of any date, an amount equal to the sum of
the Class A Subclass Principal Balances for the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-PO
Certificates and Class A-R Certificate.
Class A Subclass: Any of the Subclasses of Class A Certificates consisting
of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-PO Certificates, Class A-WIO Certificates and
Class A-R Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and any
Class A Subclass, the amount distributable to such Class A Subclass pursuant to
Paragraphs first, second, third and fourth of Section 4.01(a).
Class A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class A Subclass (other than the Class A-WIO and Class A-PO Certificates),
(i) the product of (a) 1/12th of the Class A Subclass Pass-Through Rate for such
Class A Subclass and (b) the Class A Subclass Principal Balance of such Class A
Subclass as of the Determination Date preceding such Distribution Date minus
(ii) the Class A Subclass Interest Percentage of such Class A Subclass of (x)
any Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). As to 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, the percentage calculated by dividing the Class A Subclass
Interest Accrual Amount of such Class A Subclass (determined without regard to
clause (ii) of the definition thereof) by the Class A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class A
Subclass Interest Accrual Amount).
Class A Subclass Interest Shortfall Amount: As to any Distribution Date and
any Subclass of Class A Certificates, 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).
Class A Subclass Loss Percentage: As to any Determination Date and any
Subclass of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Class A Subclass
Principal Balance of such Subclass by the Class A Loss Denominator (determined
without regard to any such Class A Subclass Principal Balance of any Class A
Subclass not then outstanding), in each case determined as of the preceding
Determination Date.
Class A Subclass Pass-Through Rate: As to each Class A Subclass, other than
the Class A-PO and Class A-WIO Certificates, the Class A Fixed Pass-Through
Rate. The Class A-PO Certificates are not entitled to interest and have no Class
A Subclass Pass-Through Rate. As to the Class A-WIO Certificates, the Class
A-WIO Pass-Through Rate.
Class A Subclass Principal Balance: As of the first Determination Date and
as to any Class A Subclass (other than the Class A-WIO Certificates), the
Original Class A Subclass Principal Balance of such Class A Subclass. As of any
subsequent Determination Date prior to the Cross-Over Date and as to any Class A
Subclass (other than the Class A-WIO and Class A-PO Certificates), the Original
Class A Subclass Principal Balance of such Class A Subclass less the sum of (i)
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)
and (B) as a result of a Principal Adjustment and (ii) the Realized Losses
allocated through such Determination Date to such Class A Subclass pursuant to
Section 4.02(b). After the Cross-Over Date, each such Class A Subclass Principal
Balance will also be reduced on each Determination Date by an amount equal to
the product of the Class A Subclass Loss Percentage of such Class A Subclass and
the excess, if any, of (i) the Class A Non-PO Principal Balance as of such
Determination Date without regard to this sentence over (ii) the difference
between (A) the Adjusted Pool Amount for the preceding Distribution Date and (B)
the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date. The
Class A-WIO Certificates have no Class A Subclass Principal Balance.
As of any subsequent Determination Date prior to the Cross-Over Date and as
to the Class A-PO Certificates, the Original Class A Subclass Principal Balance
of such Class A Subclass less the sum of (a) all amounts previously distributed
in respect of the Class A-PO Certificates on prior Distribution Dates pursuant
to Paragraphs third clause (B) and fourth of Section 4.01(a) and (b) the
Realized Losses allocated through such Determination Date to the Class A-PO
Certificates pursuant to Section 4.02(b). After the Cross-Over Date, such Class
A Subclass Principal Balance will also be reduced on each Determination Date by
an amount equal to the difference, if any, between such Class A Subclass
Principal Balance as of such Determination Date without regard to this sentence
and the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
Class A Subclass Unpaid Interest Shortfall: As to any Distribution Date and
Class A Subclass, the amount, if any, by which the aggregate of the Class A
Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass on prior Distribution Dates pursuant to Paragraph second of
Section 4.01(a).
Class A Unpaid Interest Shortfall: As to any Distribution Date, an amount
equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for all the
Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 and Exhibit D hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 and Exhibit D hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 and Exhibit D hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 and Exhibit D hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-4 Percentage: The Class A Subclass Principal Balance of the Class
A-4 Certificates divided by the sum of the Class A Subclass Principal Balances
of the Class A-2, Class A-3, Class A-4 and Class A-R Certificates.
Class A-4 Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Distribution Date Occurring In Class A-4 Prepayment Shift Percentage
October 1997 through September 2002........ 0%
October 2002 through September 2003........ 30%
October 2003 through September 2004........ 40%
October 2004 through September 2005........ 60%
October 2005 through September 2006........ 80%
October 2006 and thereafter................ 100%
Class A-4 Priority Amount: For any Distribution Date, the lesser of (i) the
Class A Subclass Principal Balance of the Class A-4 Certificates and (ii) an
amount equal to (A) the sum of (1) the product of (a) the Class A-4 Percentage,
(b) the Class A Percentage and (c) the Scheduled Principal Amount and (2) the
product of (a) the Class A-4 Percentage, (b) the Class A Prepayment Percentage,
(c) the Class A-4 Prepayment Shift Percentage, (d) the Unscheduled Principal
Amount and (e) 63.6605899098% minus (B) the product of (1) the Class A-4
Percentage, (2) the Class A Percentage, (3) the Scheduled Principal Amount, (4)
the Class A-4 Prepayment Shift Percentage and (5) 36.3394100902%.
Class A-PO Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-PO and Exhibit D hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Distribution Amount As to any Distribution Date, the aggregate
amount distributable to the Class A-PO Certificates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) on such Distribution Date.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on
the Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by
a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan
that was repurchased by the Seller during such preceding month pursuant
to Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such
Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over
the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trust Administrator
and authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-R and Exhibit D hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class A-WIO Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-WIO and Exhibit D hereto.
Class A-WIO Certificateholder: The registered holder of a Class A-WIO
Certificate.
Class A-WIO Interest Accrual Amount: As to any Distribution Date, (i) the
product of (a) 1/12th of the Class A-WIO Pass-Through Rate and (b) the Class
A-WIO Notional Amount as of the Determination Date preceding such Distribution
Date minus (ii) the Class A Subclass Interest Percentage of the Class A-WIO
Certificates of (x) any Non-Supported Interest Shortfall allocated to the Class
A Certificates with respect to such Distribution Date, (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class A Certificates with respect to such Distribution
Date pursuant to Section 4.02(e) and (z) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e).
Class A-WIO Notional Amount: As to any Distribution Date, the aggregate
Scheduled Principal Balance of the Premium Mortgage Loans as of such
Distribution Date.
Class A-WIO Pass-Through Rate: As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Interest Rate of the Premium
Mortgage Loans minus 6.750%
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, 6.750% per annum.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance and Class B-5 Principal Balance.
Class B Subclass: Any of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Subclass Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4 or Class B-5 Distribution Amounts.
Class B Subclass Interest Accrual Amount: As to any Distribution Date and
any Class B Subclass, an amount equal to (i) the product of 1/12th of the Class
B Pass-Through Rate and the Class B Subclass Principal Balance of such Class B
Subclass as of the Determination Date preceding such Distribution Date minus
(ii) the Class B Subclass Interest Percentage of such Class B Subclass of (x)
any Non-Supported Interest Shortfall allocated to the Class B Certificates with
respect to such Distribution Date and (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Class B Subclass Interest Percentage: As to any Distribution Date and any
Class B Subclass, the percentage calculated by dividing the Class B Subclass
Interest Accrual Amount of such Class B Subclass (determined without regard to
clause (ii) of the definition thereof) by the Class B Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class B
Subclass Interest Accrual Amount).
Class B Subclass Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount or Class B-5 Interest
Shortfall Amount.
Class B Subclass Loss Percentage: As to any Determination Date and any
Class B Subclass then outstanding, the percentage calculated by dividing the
Class B Subclass Principal Balance of such Class B Subclass by the Class B
Principal Balance (determined without regard to any Class B Subclass Principal
Balance of any Class B Subclass not then outstanding), in each case determined
as of the preceding Determination Date.
Class B Subclass Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage or Class B-5 Percentage.
Class B Subclass Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage or Class B-5 Prepayment Percentage.
Class B Subclass Principal Balance: Any of the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance or Class B-5 Principal Balance.
Class B Subclass Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall or Class B-5 Unpaid
Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-1 and Exhibit D hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by a
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-1
Percentage for such Distribution Date will be zero.
Class B-1 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-1 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class M
Principal Balance as of such Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-2 and Exhibit D hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by a
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Percentage for such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Prepayment Percentage for such
Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-2 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance the Class M
Principal Balance and the Class B-1 Principal Balance as of such Determination
Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-3 and Exhibit D hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by a
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Percentage for such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Prepayment Percentage for such
Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
through such Determination Date allocated to the Class B-3 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class M
Principal Balance, the Class B-1 Principal Balance and the Class B-2 Principal
Balance as of such Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-4 and Exhibit D hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by a
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Percentage for such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Prepayment Percentage for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class M
Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance and the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-5 and Exhibit D hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by a
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Percentage for such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such
Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-5 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class A
Principal Balance, the Class M Principal Balance, the Class B-1 Principal
Balance, the Class B-2 Principal Balance, the Class B-3 Principal Balance and
the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Class M Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit C and Exhibit D hereto.
Class M Certificateholder: The registered holder of a Class M Certificate.
Class M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class M Certificates pursuant to Paragraphs
fifth, sixth and seventh of Section 4.01(a).
Class M Interest Accrual Amount: As to any Distribution Date, an amount
equal to (i) the product of 1/12th of the Class M Pass-Through Rate and the
Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M Certificates with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).
Class M Interest Shortfall Amount: As to any Distribution Date, any amount
by which the Class M Interest Accrual Amount with respect to such Distribution
Date exceeds the amount distributed in respect of the Class M Certificates on
such Distribution Date pursuant to Paragraph fifth of Section 4.01(a).
Class M Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class M Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class M Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class M Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class M Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by a
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class M Optimal Principal Amount will
equal the lesser of (A) the Class M Optimal Principal Amount calculated as
described in the preceding provisions and (B) the Adjusted Principal Balance for
the Class M Certificates.
Class M Pass-Through Rate: As to any Distribution Date, 6.750% per annum.
Class M Percentage: As to any Distribution Date, the percentage calculated
by multiplying the Subordinated Percentage by either (a) if any Class B
Certificates are eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Prepayment Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (a)
if any Class B Certificates are eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Principal Balance: As to the first Determination Date, the Original
Class M Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class M Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class M Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class M Certificates pursuant to Section
4.02(b) and (ii) the Adjusted Pool Amount as of the preceding Distribution Date
less the Class A Principal Balance as of such Determination Date.
Class M Unpaid Interest Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class M Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class M Certificates on prior Distribution Dates pursuant to Paragraph sixth
of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.22.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the Trust Administrator or
the Trustee, as the case may be, at which at any particular time its corporate
trust business shall be administered, which office, with respect to the Trust
Administrator, at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288 and, with respect to the
Trustee, at the date of the execution of this instrument is located at 114 West
47th Street, New York, New York 10036.
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable
Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received
by the Servicer on or after the
Determination Date in the month preceding
the month of such Distribution Date but
prior to the first day of the month of
such Distribution Date, the amount of
interest that would have accrued at the
Net Mortgage Interest Rate on the amount
of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its
application by the Servicer through the
last day of the month preceding the month
of such Distribution Date; and
(B) in the case where the Applicable
Unscheduled Principal Receipt Period is
the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received
by the Servicer during the month preceding
the month of such Distribution Date, the
amount of interest that would have accrued
at the Net Mortgage Interest Rate on the
amount of such Unscheduled Principal
Receipt from the day of its receipt or, if
earlier, its application by the Servicer
through the last day of the month in which
such Unscheduled Principal Receipt is
received.
Current Class A Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class A Subclasses pursuant to
Paragraph first of Section 4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class B Certificates pursuant to
Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-4 and Class
B-5 Certificates by the sum of the Class A Non-PO Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Subclass Principal Balance of the Class B-5 Certificates by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-4 Fractional Interest.
Current Class M Fractional Interest: As to any Distribution Date subsequent
to the first Distribution Date, the percentage obtained by dividing the Class B
Principal Balance by the sum of the Class A Non-PO Principal Balance, the Class
M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class M Fractional Interest.
Current Class M Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class M Certificates pursuant to
Paragraph fifth of Section 4.01(a) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trust Administrator, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
(other than the Class A-WIO Certificates) representing the principal portion of
the Cut-Off Date Aggregate Principal Balance evidenced by such Certificate. As
to the Class A-WIO Certificates, the Percentage Interest specified on the face
of each Class A-WIO Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of less than 6.750%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the
month in which the Monthly Payment on such Mortgage Loan is scheduled
to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and
credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in
the highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as would
not result in the downgrading or withdrawal of the rating then
assigned to any of the Certificates by either Rating Agency or result
in any of such rated Certificates being placed on credit review status
(other than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of
any state thereof and subject to supervision and examination by
federal and/or state banking authorities, provided that the commercial
paper and/or debt obligations of such depository institution or trust
company (or in the case of the principal depository institution in a
holding company system, the commercial paper or debt obligations of
such holding company) are then rated in the highest short-term or the
highest long-term rating category for such securities of each of the
Rating Agencies, or such lower rating categories as would not result
in the downgrading or withdrawal of the rating then assigned to any of
the Certificates by either Rating Agency or result in any of such
rated Certificates being placed on credit review status (other than
for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating
Agency at the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United
States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in (iv)
above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of
America or any state thereof which, at the time of such investment or
contractual commitment providing for such investment, are then rated
in the highest short-term or the highest long-term rating category by
each Rating Agency, or in such lower rating category as would not
result in the downgrading or withdrawal of the rating then assigned to
any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any Mortgage
Loan as to which a Fraud Loss is realized in the month preceding the month of
such Distribution Date, (i) if the Aggregate Current Fraud Losses with respect
to such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Fitch: Fitch Investors Service, L.P., or its successor in interest.
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 $3,403,567.26 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trust Administrator pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.27.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement.
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trust Administrator on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Section
2.02 or 2.03 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the
Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy
Loan;
(xii) whether such Mortgage Loan is covered by
primary mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P.
Mortgage Loan;
(xv) the Master Servicing Fee; and
(xvi) for Mortgage Loans identified on Exhibit F-3, the
name of the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if any,
by which (i) Aggregate Foreclosure Profits with respect to such Distribution
Date exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
Net Liquidation Proceeds: As to any Liquidated Loan, Liquidation Proceeds
net of Liquidation Expenses. For all purposes of this Agreement, Net Liquidation
Proceeds shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the Servicing Fee Rate, as set forth in Section 11.26 with respect to
such Mortgage Loan and (b) the Master Servicing Fee Rate, as set forth in
Section 11.27 with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net Partial Liquidation Proceeds: Partial Liquidation Proceeds with respect
to a Mortgage Loan net of unreimbursed Liquidation Expenses incurred with
respect to such Mortgage Loan. For all purposes of this Agreement, Net Partial
Liquidation Proceeds shall be allocated first to accrued and unpaid interest on
the related Mortgage Loan and then to the unpaid principal balance thereof.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of (i) 1.00
and (ii) the quotient obtained by dividing the Net Mortgage Interest Rate for
such Mortgage Loan by 6.750%.
Non-PO Voting Interest: The ratio obtained by dividing the Pool Balance
(Non-PO Portion) by the sum of the Pool Balance (Non-PO Portion) and the Pool
Balance (PO Portion).
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer or the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance, (b) the Class M Certificates according to the
percentage obtained by dividing the Class M Principal Balance by the sum of the
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance and (c) the Class B Certificates according to the percentage
obtained by dividing the Class B Principal Balance by the sum of the Class A
Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1 and Exhibit F-2 Mortgage Loans initially by Norwest
Mortgage.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to the Class M Certificates or any
Class B Subclass and any Distribution Date, an Optimal Adjustment Event will
occur with respect to such Class or Subclass if: (i) the principal balance of
such Class or Subclass on the Determination Date succeeding such Distribution
Date would have been reduced to zero (regardless of whether such principal
balance was reduced to zero as a result of principal distribution or the
allocation of Realized Losses) and (ii) (a) any Class A Subclass Principal
Balance would be subject to further reduction as a result of the third or fifth
sentence of the definition of Class A Subclass Principal Balance or (b) with
respect to any Class B Subclass, the Class M Principal Balance or the Class B
Subclass Principal Balance of a Class B Subclass with a lower numerical
designation would be reduced with respect to such Distribution Date as a result
of the application of clause (ii) of the definition of Class M Principal
Balance, Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance or Class B-5 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the Cut-Off Date,
as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original Class A
Subclass Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4
and Class A-R Certificates, as set forth in Section 11.06.
Original Class A Subclass Principal Balance: Any of the Original Class A
Subclass Principal Balances as set forth in Section 11.05.
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance and Original Class B-5
Principal Balance, as set forth in Section 11.16.
Original Class B-1 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance and the Original Class B-5 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance, the Original Class M Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.18.
Original Class B-2 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance and the Original Class B-5
Principal Balance by the sum of the Original Class A Non-PO Principal Balance,
the Original Class M Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.19.
Original Class B-3 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance and the Original Class B-5 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance, the Original Class M Principal Balance and the
Original Class B Principal Balance. The Original Class B-3 Fractional Interest
is specified in Section 11.20.
Original Class B-4 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-5 Principal Balance by
the sum of the Original Class A Non-PO Principal Balance, the Original Class M
Principal Balance and the Original Class B Principal Balance. The Original Class
B-4 Fractional Interest is specified in Section 11.21.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.11.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.12.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.14.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.15.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class M Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B Principal Balance by
the sum of the Original Class A Non-PO Principal Balance, the Original Class M
Principal Balance and the Original Class B Principal Balance. The Original Class
M Fractional Interest is specified in Section 11.10.
Original Class M Percentage: The Class M Percentage as of the Cut-Off Date,
as set forth in Section 11.08.
Original Class M Principal Balance: The Class M Principal Balance as of the
Cut-Off Date, as set forth in Section 11.09.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.07.
Original Subordinated Principal Balance: The sum of the Original Class M
Principal Balance and the Original Class B Principal Balance.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust Administrator (or
the Custodian, if any) for each Mortgage Loan that contains the documents
specified in the Servicing Agreements under their respective "Owner Mortgage
Loan File" definition or similar definition and/or other provisions requiring
delivery of specified documents to the owner of the Mortgage Loan in connection
with the purchase thereof, and any additional documents required to be added to
the Owner Mortgage Loan File pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust Administrator,
as agent for the Master Servicer, to make distributions to Certificateholders
with respect to the Certificates and to forward to Certificateholders the
periodic and annual statements required by Section 4.04. The Paying Agent may be
any Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee or the Trust
Administrator. The initial Paying Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than a
Class A-WIO Certificate), the undivided percentage interest obtained by dividing
the original principal balance of such Certificate by the aggregate original
principal balance of all Certificates of such Class A Subclass. With respect to
the Class A-WIO Certificate, the percentage interest specified on the face of
such Certificate. With respect to a Class M Certificate, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the aggregate original principal balance of all Certificates of
such Class. With respect to a Class B Certificate, the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class B
Subclass.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any
other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03 and (iii) all other amounts
required to be placed in the Certificate Account by the Servicer on or before
the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
and respecting which the Master Servicer or the Trust Administrator
has made one or more unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the applicable Servicing Fee and
(ii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to
the Distribution Date for the applicable type of Unscheduled Principal
Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or
following the Due Date in the month in which such Distribution Date
occurs and the difference between the unpaid principal balance of such
Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs and
the unpaid principal balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Mortgage Loans, to the extent
not covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which
had previously been allocated as a loss to one or more Subclasses of
the Class A or Class B Certificates or the Class M Certificates
pursuant to Section 4.02 other than Recoveries covered by the last
sentence of Section 4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate of
6.750% or greater.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class M Optimal Principal
Amount, Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class
B-5 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class or Subclass.
Principal Balance: Each of the Class A Subclass Principal Balances, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal Balance.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class M Certificates are
Moody's and Fitch. The Rating Agency for the Class B-1, Class B-2, Class B-3 and
Class B-4 Certificates is Moody's. If any such agency or a successor is no
longer in existence, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Seller, notice of which
designation shall be given to the Trustee, the Trust Administrator and the
Master Servicer. References herein to the highest short-term rating category of
a Rating Agency shall mean P-1 in the case of Moody's, F-1+ in the case of Fitch
and in the case of any other Rating Agency shall mean its equivalent of such
ratings. References herein to the highest long-term rating categories of a
Rating Agency shall mean Aaa in the case of Moody's, AAA in the case of Fitch
and in the case of any other Rating Agency shall mean its equivalent of such
rating without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or, with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(i) and y(iv) of the definition of
Class A Non-PO Optimal Principal Amount, but without that amount being
multiplied by the Class A Percentage.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the related Servicer during the related Unscheduled Principal Receipt
Period for each applicable type of Unscheduled Principal Receipt related to the
Distribution Date occurring in the month preceding such Distribution Date, (B)
Deficient Valuations incurred prior to such Due Date and (C) the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor. Accordingly, the Scheduled Principal Balance of a
Mortgage Loan which becomes a Liquidated Loan at any time through the last day
of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in interest.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage Inc., First Union Mortgage Corporation,
SunTrust Mortgage Inc., Cimarron Mortgage Corp., Citicorp Mortagage, Inc., First
Bank National Association, FT Mortgage Companies and The Huntington Mortgage
Company as Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.26.
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 11.25.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest
act on the part of the Trustee, the Trust
Administrator or the Servicer or any of
their agents or employees; or
(3) errors in design, faulty workmanship or
faulty materials, unless the collapse of
the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$1,938,442.00 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates, as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trust Administrator. On and or after the Cross-Over Date, the Special
Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates, denominated
respectively as Class A-1, Class A-2, Class A-3, Class A-4, Class A-PO, Class
A-WIO and Class A-R and each subdivision of the Class B Certificates,
denominated respectively as Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Administrator: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans, such amounts as may be held from time to time in the
Certificate Account, and the rights of the Trust Administrator, on behalf of the
Trustee, to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement, property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.
Trustee: United States Trust Company of New York, or any successor trustee
appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Subclass Unpaid Interest
Shortfalls, the Class M Unpaid Interest Shortfall, the Class B-1 Unpaid Interest
Shortfall, the Class B-2 Unpaid Interest Shortfall, the Class B-3 Unpaid
Interest Shortfall, the Class B-4 Unpaid Interest Shortfall and the Class B-5
Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without that amount being
multiplied by the Class A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(g).
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 1997-15 Certificates. The aggregate Voting Interests
of each Subclass of Class A Certificates (other than the Class A-WIO and Class
A-PO Certificates) on any date will be equal to the product of (a) 99% of the
portion of the Class A Voting Interest represented by clause (A) of the
definition thereof and (b) the fraction obtained by dividing the Class A
Subclass Principal Balance of such Class A Subclass by the Class A Non-PO
Principal Balance on such date. The aggregate Voting Interest of the Class A-WIO
Certificates on any date will be 1% of the Class A Voting Interest on such date
represented by clause (A) of the definition of Class A Voting Interest. The
aggregate Voting Interests of the Class A-PO Certificates on any date will be
equal to the Class A Voting Interest represented by clause (B) of the definition
thereof. The aggregate Voting Interests of each Subclass of Class B Certificates
will equal such Subclass's pro rata portion of the Voting Interest allocated to
the Class B Certificates based on such Subclass's outstanding principal balance.
Each Certificateholder of a Class or Subclass will have a Voting Interest equal
to the product of the Voting Interest to which such Class or Subclass is
collectively entitled and the Percentage Interest in such Class or Subclass
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class or Subclass of
Certificates or specified Classes or Subclasses of Certificates, each
Certificateholder of a Class or Subclass will have a Voting Interest in such
Class or Subclass equal to such Holder's Percentage Interest in such Class or
Subclass.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and
the Trust Administrator. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee and the Trust Administrator, if
made in the manner provided in this Section 1.02. The Trustee shall promptly
notify the Master Servicer in writing of the receipt of any such instrument or
writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder, the Holders of the Certificates any benefit or any legal
or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trust Administrator, as
initial custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trust Administrator or any
prior assignment is in the process of being recorded on the Closing Date, the
Seller shall deliver a copy thereof, certified by Norwest Mortgage or the
applicable Norwest Mortgage Correspondent to be a true and complete copy of the
document sent for recording, and the Seller shall use its best efforts to cause
each such original recorded document or certified copy thereof to be delivered
to the Trust Administrator promptly following its recordation, but in no event
later than one (1) year following the Closing Date. The Seller shall also cause
to be delivered to the Trust Administrator any other original mortgage loan
document to be included in the Owner Mortgage Loan File if a copy thereof has
been delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trust Administrator within one (1) year following the
Closing Date any original Mortgage or assignment of a Mortgage not delivered to
the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in any Servicing Agreement, deliver or cause to be delivered to
the Trust Administrator the assignment of the Mortgage Loan from the Seller to
the Trust Administrator in a form suitable for recordation, together with an
Opinion of Counsel to the effect that recording is not required to protect the
Trustee's right, title and interest in and to the related Mortgage Loan or, in
case a court should recharacterize the sale of the Mortgage Loans as a
financing, to perfect a first priority security interest in favor of the Trustee
in the related Mortgage Loan. In the event that the Master Servicer receives
notice that recording is required to protect the right, title and interest of
the Trustee in and to any such Mortgage Loan for which recordation of an
assignment has not previously been required, the Master Servicer shall promptly
notify the Trust Administrator and the Trust Administrator shall within five
Business Days (or such other reasonable period of time mutually agreed upon by
the Master Servicer and the Trust Administrator) of its receipt of such notice
deliver each previously unrecorded assignment to the related Servicer for
recordation.
Section 2.02. Acceptance by Trust Administrator.
The Trust Administrator on behalf of the Trustee, acknowledges receipt of
the Mortgage Notes, the Mortgages, the assignments and other documents required
to be delivered on the Closing Date pursuant to Section 2.01 above and declares
that it holds and will hold such documents and the other documents constituting
a part of the Owner Mortgage Loan Files delivered to it in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificateholders. The Trust Administrator agrees, for the benefit of
Certificateholders, to review each Owner Mortgage Loan File within 45 days after
execution of this Agreement in order to ascertain that all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule, and in so doing the Trust Administrator may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If within such 45 day period the
Trust Administrator finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trust Administrator shall promptly (and in no event more than
30 days after the discovery of such defect) notify the Seller, which shall have
a period of 60 days after the date of such notice within which to correct or
cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trust Administrator's notice to it referred to above respecting
such defect, either (i) repurchase the related Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (a) 100%
of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest
at the Mortgage Interest Rate through the last day of the month in which such
repurchase takes place or (ii) if within two years of the Startup Day, or such
other period permitted by the REMIC Provisions, substitute for any Mortgage Loan
to which such material defect relates, a new mortgage loan (a "Substitute
Mortgage Loan") having such characteristics so that the representations and
warranties of the Seller set forth in Section 2.03(b) hereof (other than Section
2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan
originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan
have an unpaid principal balance, as of the date of substitution, greater than
the Scheduled Principal Balance (reduced by the scheduled payment of principal
due on the Due Date in the month of substitution) of the Mortgage Loan for which
it is substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trust Administrator and the Substitution Principal Amount, together with (i)
interest on such Substitution Principal Amount at the applicable Net Mortgage
Interest Rate to the following Due Date of such Mortgage Loan which is being
substituted for and (ii) an amount equal to the aggregate amount of unreimbursed
Periodic Advances in respect of interest previously made by the Servicer, Master
Servicer or Trust Administrator with respect to such Mortgage Loan, shall be
deposited in the Certificate Account. The Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month of substitution shall not be part of
the Trust Estate. Upon receipt by the Trust Administrator of written
notification of any such deposit signed by an officer of the Seller, or the new
Owner Mortgage Loan File, as the case may be, the Trust Administrator shall
release to the Seller the related Owner Mortgage Loan File and shall execute and
deliver such instrument of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Seller legal and beneficial
ownership of such substituted or repurchased Mortgage Loan or property. It is
understood and agreed that the obligation of the Seller to substitute a new
Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a
material defect in a constituent document exists shall constitute the sole
remedy respecting such defect available to the Certificateholders, the Trust
Administrator on behalf of the Trustee and the Trustee on behalf of the
Certificateholders. The failure of the Trust Administrator to give any notice
contemplated herein within forty-five (45) days after the execution of this
Agreement shall not affect or relieve the Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a Custodial Agreement substantially
in the form of Exhibit E hereto pursuant to which the Trust Administrator
appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments
and other documents related to the Mortgage Loans received by the Trust
Administrator, as agent for the Trustee in trust for the benefit of all present
and future Certificateholders, which may provide, among other things, that the
Custodian shall conduct the review of such documents required under the first
paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master
Servicer and the Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee and
the Trust Administrator for the benefit of Certificateholders that, as of the
date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result
in the breach of, any material contract, agreement or other instrument
to which the Master Servicer is a party or which may be applicable to
the Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors'
rights generally and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at
law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would affect its
performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the Trust
Administrator for the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule
was true and correct in all material respects at the date or dates
respecting which such information is furnished as specified in the
Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is
free and clear of all encumbrances and liens having priority over the
first lien of the Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or interests
arising under or as a result of any federal, state or local law,
regulation or ordinance relating to hazardous wastes or hazardous
substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners
association fees; and if the Mortgaged Property consists of shares of a
cooperative housing corporation, any lien for amounts due to the
cooperative housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance expenses secured by
the real property owned by the cooperative housing corporation; and any
security agreement, chattel mortgage or equivalent document related to,
and delivered to the Trust Administrator or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien on
the property described therein and the Seller has full right to sell
and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage
or the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the Mortgaged
Property in whole or in part from the lien of the Mortgage, or executed
any instrument of release, cancellation, modification or satisfaction,
except in each case as is reflected in an agreement delivered to the
Trust Administrator or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums,
and water, sewer and municipal charges, which previously became due and
owing have been paid, or an escrow of funds has been established, to
the extent permitted by law, in an amount sufficient to pay for every
such item which remains unpaid; and the Seller has not advanced funds,
or received any advance of funds by a party other than the Mortgagor,
directly or indirectly (except pursuant to any Subsidy Loan
arrangement) for the payment of any amount required by the Mortgage,
except for interest accruing from the date of the Mortgage Note or date
of disbursement of the Mortgage Loan proceeds, whichever is later, to
the day which precedes by thirty days the first Due Date under the
related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes
no representations), so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total
or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all
mechanics' and materialmen's liens or liens in the nature thereof;
provided, however, that this warranty shall be deemed not to have been
made at the time of the initial issuance of the Certificates if a title
policy affording, in substance, the same protection afforded by this
warranty is furnished to the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of such property and no
improvements on adjoining properties encroach upon the Mortgaged
Property (unless insured against under the related title insurance
policy); and to the best of the Seller's knowledge, the Mortgaged
Property and all improvements thereon comply with all requirements of
any applicable zoning and subdivision laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable
state or federal laws, regulations and other requirements, pertaining
to usury, and the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to
all occupied portions of the Mortgaged Property and, with respect to
the use and occupancy of the same, including, but not limited to,
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under the
terms of the related Mortgage Note have been made and no Mortgage Loan
had more than one delinquency in the 12 months preceding the Cut-Off
Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is
the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally
and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and, to
the best of the Seller's knowledge, all parties to the Mortgage Note
and the Mortgage had legal capacity to execute the Mortgage Note and
the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loans have been complied
with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which
could not be completed due to weather); and all costs, fees and
expenses incurred in making, closing or recording the Mortgage Loan
have been paid, except recording fees with respect to Mortgages not
recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan identified on
the Mortgage Loan Schedule as a T.O.P. Mortgage Loan and any Mortgage
Loan secured by Mortgaged Property located in Iowa, as to which an
opinion of counsel of the type customarily rendered in such State in
lieu of title insurance is instead received) is covered by an American
Land Title Association mortgagee title insurance policy or other
generally acceptable form of policy or insurance acceptable to FNMA or
FHLMC, issued by a title insurer acceptable to FNMA or FHLMC insuring
the originator, its successors and assigns, as to the first priority
lien of the Mortgage in the original principal amount of the Mortgage
Loan and subject only to (A) the lien of current real property taxes
and assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public
record as of the date of recording of such Mortgage acceptable to
mortgage lending institutions in the area in which the Mortgaged
Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage
Loan, (C) liens created pursuant to any federal, state or local law,
regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like properties
are commonly subject which do not individually, or in the aggregate,
materially interfere with the benefits of the security intended to be
provided by the Mortgage; the Seller is the sole insured of such
mortgagee title insurance policy, the assignment to the Trust
Administrator, on behalf of the Trustee, of the Seller's interest in
such mortgagee title insurance policy does not require any consent of
or notification to the insurer which has not been obtained or made,
such mortgagee title insurance policy is in full force and effect and
will be in full force and effect and inure to the benefit of the Trust
Administrator on behalf of the Trustee, no claims have been made under
such mortgagee title insurance policy, and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission,
anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of
the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Loan, but in no event less than the
minimum amount necessary to fully compensate for any damage or loss on
a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Loan, the
improvements on the Mortgaged Property were in an area identified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the
full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the Flood Disaster
Protection Act of 1973; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default, breach, violation
or event of acceleration; and no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note
or Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of
not more than 180 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(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note
affidavit has been delivered to the Trust Administrator in place of the
related Mortgage Note, the related Mortgage Note is no longer in
existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living" trust, (i) such trust is in compliance with FNMA or FHLMC
standards for inter vivos trusts and (ii) holding title to the
Mortgaged Property in such trust will not diminish any rights as a
creditor including the right to full title to the Mortgaged Property in
the event foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage
of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity
to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence,
(c) prohibit the holder of the Mortgage from being insured (or
receiving proceeds of insurance) under the hazard insurance policy or
policies relating to the Mortgaged Property or (d) permit any increase
in rent other than pre-established increases set forth in the lease;
(4) the original term of such lease is not less than 15 years; (5) the
term of such lease does not terminate earlier than five years after the
maturity date of the Mortgage Note; and (6) the Mortgaged Property is
located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted
practice.
Notwithstanding the foregoing, no representations or warranties are made by
the Seller as to the environmental condition of any Mortgaged Property; the
absence, presence or effect of hazardous wastes or hazardous substances on any
Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trustee,
the Trust Administrator or the Custodian that any of the representations and
warranties made in subsection (b) above is not accurate (referred to herein as a
"breach") and that such breach materially and adversely affects the interests of
the Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates.
The Trust Administrator acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Owner Mortgage Loan Files to it, and, concurrently
with such delivery, has executed and delivered to or upon the order of the
Seller, in exchange for the Mortgage Loans together with all other assets
included in the definition of "Trust Estate", receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates (other
than the Class A-R Certificate), the Class M Certificates and the Subclasses of
Class B Certificates as classes of "regular interests" and the Class A-R
Certificate as the single class of "residual interest" in the REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Closing
Date is hereby designated as the "Startup Day" of the REMIC within the meaning
of Code Section 860G(a)(9). The "latest possible maturity date" of the regular
interests in the REMIC is October 25, 2012 for purposes of Code Section
860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trust Administrator, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any
amounts received in respect of the interest portion of unreimbursed
Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account to
be invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause the Trust
Estate to fail to qualify as a REMIC while any Certificates are outstanding. Any
amounts deposited in the Certificate Account prior to the Distribution Date
shall be invested for the account of the Master Servicer and any investment
income thereon shall be additional compensation to the Master Servicer for
services rendered under this Agreement. The amount of any losses incurred in
respect of any such investments shall be deposited in the Certificate Account by
the Master Servicer out of its own funds immediately as realized.
Section 3.02. Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or
any Servicer for Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03(a) or any Servicer
pursuant to any Servicing Agreement with respect to previous
Distribution Dates, such right to reimbursement pursuant to this
subclause (i) being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this purpose, Liquidation
Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections
2.02, 2.03, 3.08 or 9.01) respecting which any such Periodic Advance
was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to
have become Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended
by the Master Servicer or any Servicer pursuant hereto or to any
Servicing Agreement, respectively, in good faith in connection with
the restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred
by it (including taxes paid on behalf of the Trust Estate) and
recoverable by or reimbursable to it pursuant to Section 3.03(c),
3.03(d) or 6.03 or the second sentence of Section 8.14(a) or pursuant
to such Servicer's Servicing Agreement, provided such expenses are
"unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect
to each Mortgage Loan or property acquired in respect thereof that has
been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance
was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to such
Servicer's Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage
Loan;
(x) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited
therein; and
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trust Administrator.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced, (iii) the amount that the Trust
Administrator or Master Servicer is required to advance hereunder and (iv)
whether the Master Servicer has determined that it reasonably believes that such
Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums. To
the extent Norwest Mortgage fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the
Norwest Servicing Agreement, the Master Servicer shall, if the Master Servicer
knows of such failure of Norwest Mortgage, certify to the Trust Administrator
that such failure has occurred. Upon receipt of such certification, the Trust
Administrator shall advance such funds and take such steps as are necessary to
pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be entitled
to be reimbursed from the Certificate Account for any Periodic Advance made by
it under Section 3.03(a) to the extent described in Section 3.02(a)(i) and
(a)(ii). The Master Servicer and the Trust Administrator shall be entitled to be
reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant to
Section 3.03(b). The Master Servicer shall diligently pursue restoration of such
amount to the Certificate Account from the related Servicer. The Master Servicer
shall, to the extent it has not already done so, upon the request of the Trust
Administrator, withdraw from the Certificate Account and remit to the Trust
Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay or advance any
amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
Section 3.04. Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trust Administrator and the Trust Administrator shall, within five Business
Days, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. Any such Request for Release
shall obligate the Master Servicer or such Servicer, as the case may be, to
return each and every document previously requested from the Owner Mortgage Loan
File to the Trust Administrator by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Certificate
Account or (ii) the Owner Mortgage Loan File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of such
Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
Section 3.05. Reports to the Trustee and Trust Administrator;
Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to time
may, to the extent permitted by the applicable Servicing Agreement, make such
modifications and amendments to such Servicing Agreement as the Master Servicer
deems necessary or appropriate to confirm or carry out more fully the intent and
purpose of such Servicing Agreement and the duties, responsibilities and
obligations to be performed by the Servicer thereunder. Such modifications may
only be made if they are consistent with the REMIC Provisions, as evidenced by
an Opinion of Counsel. Prior to the issuance of any modification or amendment,
the Master Servicer shall deliver to the Trustee and the Trust Administrator
such Opinion of Counsel and an Officer's Certificate setting forth (i) the
provision that is to be modified or amended, (ii) the modification or amendment
that the Master Servicer desires to issue and (iii) the reason or reasons for
such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any amendment
or supplement to a Servicing Agreement proposed by the Master Servicer pursuant
to Section 3.07(a), which consent and amendment shall not require the consent of
any Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee and
the Trust Administrator of (i) an Opinion of Counsel to such effect or (ii)
written notification from each Rating Agency to the effect that such amendment
or supplement will not result in reduction of the current rating assigned by
that Rating Agency to the Certificates. Notwithstanding the two immediately
preceding sentences, either the Trustee or the Trust Administrator may, in its
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's, the
Trust Administrator's and the Certificateholders' reliance on the Master
Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled, at its option, to repurchase any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor; provided, however, that the Cut-Off Date Principal
Balances of the Mortgage Loans repurchased pursuant to this provision shall not
exceed 2.5% of the Cut-Off Date Aggregate Principal Balance of the Mortgage
Loans. The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate through the last day of the month in which such
repurchase occurs. Upon the receipt of such purchase price, the Master Servicer
shall provide to the Trust Administrator the certification required by Section
3.04 and the Trust Administrator and the Custodian, if any, shall promptly
release to the Seller the Owner Mortgage Loan File relating to the Mortgage Loan
being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall, pursuant
to the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures.
Section 3.09. Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller, the Trust Administrator and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trust Administrator is obligated to make an advance pursuant to Section 3.03
and (ii) the Trust Administrator provides Norwest Mortgage written notice of the
failure to make such advance and such failure shall continue unremedied for a
period of 15 days after receipt of such notice, the Trust Administrator shall
recommend to the Trustee the termination of the Norwest Servicing Agreement
without the recommendation of the Master Servicer and upon such recommendation
the Trustee shall terminate the Norwest Servicing Agreement. The Master Servicer
shall indemnify the Trustee and the Trust Administrator and hold each harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee or the Trust Administrator in connection with termination of
a Servicing Agreement at the direction of the Master Servicer. In addition, the
Master Servicer shall indemnify the Trustee and hold it harmless from and
against any and all claims, liabilities, costs and expenses (including, without
limitation, reasonable attorneys' fees) arising out of, or assessed against the
Trustee in connection with the termination of the Norwest Servicing Agreement as
provided in the second preceding sentence. If the Trustee terminates such
Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement
with the Master Servicer or, at the Master Servicer's nomination, with another
mortgage loan service company acceptable to the Trustee, the Trust
Administrator, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates, the
Class M Certificates and the Class B-1 and Class B-2 Certificates pursuant to
the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a) On each Distribution Date, the Pool Distribution Amount will be applied
in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Subclasses of Class A Certificates, pro rata based on their
respective Class A Subclass Interest Accrual Amounts in an aggregate amount up
to the sum of the Class A Subclass Interest Accrual Amounts with respect to such
Distribution Date;
second, to the Subclasses of Class A Certificates, pro rata based on their
respective Class A Subclass Unpaid Interest Shortfall in an aggregate amount up
to the sum of the Class A Subclass Unpaid Interest Shortfall;
third, concurrently, to the Class A Certificates (other than the Class A-PO
Certificates) and the Class A-PO Certificates, pro rata, based on their
respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Subclasses of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such
Subclasses in accordance with Section 4.01(b) or Section 4.01(c), as applicable,
and (B) to the Class A-PO Certificates in an amount up to the Class A-PO Optimal
Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class A-PO
Deferred Amount from amounts otherwise distributable (without regard to this
Paragraph fourth) first to the Class B-5 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-4 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-3 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-2 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-1 Certificates pursuant to Paragraph
tenth below, and sixth to the Class M Certificates pursuant to Paragraph seventh
below;
fifth, to the Class M Certificates in an amount up to the Class M Interest
Accrual Amount with respect to such Distribution Date;
sixth, to the Class M Certificates in an amount up to the Class M Unpaid
Interest Shortfall;
seventh, to the Class M Certificates in an amount up to the Class M Optimal
Principal Amount; provided, however, that the amount distributable to the Class
M Certificates pursuant to this Paragraph seventh will be reduced by the amount,
if any, that would have been distributable to the Class M Certificates hereunder
used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
eighth, to the Class B-1 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-1 Certificates with respect to
such Distribution Date;
ninth, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
tenth, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-1 Certificates pursuant to this Paragraph tenth will be reduced by
the amount, if any, that would have been distributable to the Class B-1
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-2 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-2 Certificates in an amount up to the Class B-2
Unpaid Interest Shortfall;
thirteenth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-2 Certificates pursuant to this Paragraph thirteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
fourteenth, to the Class B-3 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Unpaid Interest Shortfall;
sixteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-3 Certificates pursuant to this Paragraph sixteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-3
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
seventeenth, to the Class B-4 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Unpaid Interest Shortfall;
nineteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-4 Certificates pursuant to this Paragraph nineteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-4
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
twentieth, to the Class B-5 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-5 Certificates in an amount up to the Class
B-5 Unpaid Interest Shortfall;
twenty-second, to the Class B-5 Certificates in an amount up to the Class
B-5 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-5 Certificates pursuant to this Paragraph twenty-second will be
reduced by the amount, if any, that would have been distributable to the Class
B-5 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class or Subclass (other than the Class A-R Certificate) has been
reduced to zero, such Class or Subclass will be entitled to no further
distributions of principal or interest (including, without limitation, any
Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
Class A-WIO and Class A-PO Certificates), the Class M Certificates and any Class
B Subclass with a lower numerical designation and the amount of the Principal
Adjustment, if any, attributable to the Class M Certificates will be allocated
to the Subclasses of Class A Certificates (other than the Class A-WIO and Class
A-PO Certificates) pro rata based on the Class A Subclass Principal Balances.
(b) The Class A-WIO Certificates are interest-only Certificates and are not
entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the Cross-Over Date, the Class
A Non-PO Principal 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) concurrently, as follows:
(i) 36.3394100902% to the Class A-1 Certificates, until the
Class A Subclass Principal Balance thereof has been reduced to zero; and
(ii) 63.6605899098% as follows:
first, to the Class A-R Certificate until the Class A
Subclass Principal Balance thereof has been reduced to zero;
second, to the Class A-4 Certificates up to the Class
A-4 Priority Amount for such Distribution Date;
third, sequentially, to the Class A-2 and Class A-3
Certificates, in that order, until the Class A Subclass
Principal Balance of each such Subclass has been reduced to
zero;
fourth, to the Class A-4 Certificates, without regard
to the Class A-4 Priority Amount, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Non-PO Principal Distribution
Amount shall be distributed among the Subclasses of Class A Certificates (other
than the Class A-PO Certificates) pro rata in accordance with their outstanding
Class A Subclass Principal Balances without regard to either the proportions or
the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Subclasses of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class M Fractional Interest is less than
the Original Class M Fractional Interest and the Class M Principal
Balance is greater than zero, the Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4 and Class B-5
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Class M Certificates and/or the
Subclasses of Class B Certificates entitled to receive distributions of
principal would reduce the Class M Principal Balance and/or the Class B Subclass
Principal Balances of the Class M Certificates and/or the Subclasses of Class B
Certificates entitled to receive distributions of principal below zero, first
the Class M Prepayment Percentage and/or the Class B Subclass Prepayment
Percentage of any affected Class B Subclass for such Distribution Date beginning
with the affected Subclass with the lowest numerical Subclass designation and
then, if necessary, the Class M Percentage and/or the Class B Subclass
Percentage of such Subclass of the Class B Certificates for such Distribution
Date shall be reduced to the respective percentages necessary to bring the Class
M Principal Balance and/or the Class B Subclass Principal Balance of such Class
B Subclass to zero. The Class B Subclass Prepayment Percentages and the Class B
Subclass Percentages of the remaining Class B Subclasses will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Class M Principal Balance and/or the Class B Subclass Principal
Balances of the affected Class B Subclasses to zero; provided, however, that if
the Class B Subclass Principal Balances of all the Class B Subclasses eligible
to receive distributions of principal shall be reduced to zero on such
Distribution Date, the Class B Subclass Prepayment Percentage and the Class B
Subclass Percentage of the Class B Subclass with the lowest numerical Subclass
designation which would otherwise be ineligible to receive distributions of
principal in accordance with this Section shall equal the remainder of the
Subordinated Prepayment Percentage for such Distribution Date minus the sum of
the Class M Prepayment Percentage and the Class B Subclass Prepayment
Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, and the remainder of the Subordinated Percentage for such
Distribution Date minus the sum of the Class M Percentage and the Class B
Subclass Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, respectively. Any entitlement of any Class B Subclass to
principal payments solely pursuant to this clause (ii) shall not cause such
Subclass to be regarded as being eligible to receive principal distributions for
the purpose of applying the definition of its Class B Subclass Percentage or
Class B Subclass Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record on the preceding Record Date (other than as provided
in Section 9.01 respecting the final distribution to Certificateholders or in
the last paragraph of this Section 4.01(e) respecting the final distribution in
respect of any Class or Subclass) either in immediately available funds by wire
transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.24, and has so notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution Date or, if such
Holder holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class A-R Certificate
or has not so notified the Paying Agent, by check mailed to such Holder at the
address of such Holder appearing in the Certificate Register, such Holder's
share (based on, with respect to each Class or Subclass, the aggregate of the
Percentage Interests represented by Certificates of the applicable Class or
Subclass of Certificates held by such Holder) of the Class A Subclass
Distribution Amount with respect to each Subclass of Class A Certificates, the
Class M Distribution Amount with respect to the Class M Certificates and the
Class B Subclass Distribution Amount with respect to each such Subclass of Class
B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Class A Subclass Principal Balance of any Subclass of Class A
Certificates (other than the Class A-R Certificate), the Class M Principal
Balance of the Class M Certificates or the Class B Subclass Principal Balance of
any Subclass of Class B Certificates or the notional amount of the Class A-WIO
Certificates would be reduced to zero, the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send a notice to the Trust Administrator. The Trust Administrator will then send
a notice to each Certificateholder of such Class or Subclass with a copy to the
Certificate Registrar, specifying that the final distribution with respect to
such Class or Subclass will be made on such Distribution Date only upon the
presentation and surrender of such Certificateholder's Certificates at the
office or agency of the Trust Administrator therein specified; provided,
however, that the failure to give such notice will not entitle a
Certificateholder to any interest beyond the interest payable with respect to
such Distribution Date in accordance with Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "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 beginning after
December 31, 1996 (or for taxable years ending after August 20, 1996, if the
trustee has made an applicable election), a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more 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, respectively. Any such loss allocated
to the Class A Certificates shall be allocated on the subsequent Determination
Date among the outstanding Subclasses of Class A Certificates (other than the
Class A-PO Certificates) in accordance with the Class A Subclass Loss
Percentages as of such Determination Date. Any such loss allocated to the Class
B Certificates shall be allocated pro rata among the outstanding Subclasses of
Class B Certificates based on their Class B Subclass Principal Balances.
(c) Any Realized Losses allocated to a Subclass of Class A Certificates or
Class B Certificates or to the Class M Certificates pursuant to Section 4.02(a)
or Section 4.02(b) shall be allocated among the Certificates of such Subclass or
Class based on their Percentage Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Subclasses of Class A Certificates, the Class M Certificates or any
Subclasses of Class B Certificates, each outstanding Class or Subclass to which
such Realized Loss had previously been allocated shall be entitled to its share
(with respect to the Class A-PO Certificates, based on the PO Fraction of such
Mortgage Loan and, with respect to the Class A Certificates (other than the
Class A-PO Certificates), Class M Certificates and Class B Certificates, based
on their pro rata share of the Non-PO Fraction of such Mortgage Loan) of such
Recovery up to the amount of such Realized Loss previously allocated to such
Class or Subclass on the Distribution Date in the month following the month in
which such recovery is received. When the Principal Balance of a Class or
Subclass of Certificates has been reduced to zero, such Class or Subclass shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class or Subclass in accordance with the preceding provisions, each outstanding
Class or Subclass shall be entitled to its pro rata share (determined as
described above) of such excess up to the amount of any unrecovered Realized
Loss previously allocated to such Class or Subclass. Notwithstanding the
foregoing provisions, but subject to the following proviso, if such Recovery
occurs within two years of the realization of such loss and (i) is the result of
an event that would have given rise to the repurchase of the related Mortgage
Loan by the Seller pursuant to Section 2.02 or 2.03, or (ii) represents in whole
or part funds which the applicable Servicer had received in respect of a
Liquidated Loan but failed to remit to the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan, such Recovery may, at the sole discretion of the Master
Servicer, be treated as a repurchase or an Unscheduled Principal Receipt with
respect to such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it had
never occurred and the Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the principal balances of the
Certificates as the Master Servicer in its good faith judgment and sole
discretion deems necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect of each Class and
Subclass of Certificates whose principal balances were previously reduced as a
result of such Realized Loss being less than such Class or Subclass would have
received if such Recovery had been deposited in the Certificate Account on or
prior to the Business Day preceding the Distribution Date following the
Applicable Unscheduled Principal Receipt Period in which the Mortgage Loan
became a Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated among the Class A
Certificates, Class M Certificates and Class B Certificates, pro rata based on
the Class A Interest Accrual Amount, the Class M Interest Accrual Amount and the
Class B Interest Accrual Amount for the related Distribution Date, without
regard to any reduction pursuant to this sentence. Any such loss allocated to
the Class A Certificates shall be allocated among the outstanding Subclasses of
Class A Certificates based on their Class A Subclass Interest Percentages. Any
such loss allocated to the Class B Certificates will be allocated among the
outstanding Subclasses of Class B Certificates based on their Class B Subclass
Interest Percentages. In addition, after the Class M Principal Balance and the
Class B Principal Balance have been reduced to zero, the interest portion of
Realized Losses (other than Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses) will be allocated among the outstanding Subclasses
of Class A Certificates based on their Class A Subclass Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trust Administrator as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trust Administrator, forthwith pay to
the Trust Administrator all amounts held in trust by such Paying
Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the Certificate Account or,
to the extent required hereunder, from its own funds (i) at or before 10:00
a.m., New York time, on the Business Day preceding each Distribution Date, by
wire transfer of immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m.,
New York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, (a) an amount equal to the Pool
Distribution Amount, (b) Net Foreclosure Profits, if any, with respect to such
Distribution Date and (c) the amount of any recovery in respect of a Realized
Loss. The Master Servicer may cause the Paying Agent to invest the funds in the
Payment Account. Any such investment shall be in Eligible Investments, which
shall mature not later than the Business Day preceding the related Distribution
Date (unless the Eligible Investments are obligations of the Trust
Administrator, in which case such Eligible Investments shall mature not later
than the Distribution Date), and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Payment Account by the Master Servicer out
of its own funds immediately as realized. The Paying Agent may withdraw from the
Payment Account any amount deposited in the Payment Account that was not
required to be deposited therein and may clear and terminate the Payment Account
pursuant to Section 9.01.
Section 4.04. Statements to Certificateholders;
Report to the Trust Administrator and the Seller.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class A
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each
Subclass of Class A Certificates allocable to interest, (b) the amount
of the Current Class A Interest Distribution Amount allocated to each
Class A Subclass, (c) any Class A Subclass Interest Shortfall Amounts
arising with respect to such Distribution Date and any remaining Class
A Subclass Unpaid Interest Shortfall with respect to each Subclass
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class A Subclass for
such Distribution Date and (e) the interest portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Subclass for such Distribution Date;
(iii) the amount of such distribution to Holders of the Class
M Certificates allocable to principal, identifying the aggregate amount
of any Unscheduled Principal Receipts included therein;
(iv)(a) the amount of such distribution to Holders of the
Class M Certificates allocable to interest, (b) the amount of the
Current Class M Interest Distribution Amount, (c) any Class M Interest
Shortfall Amount arising with respect to such Distribution Date and any
remaining Class M Unpaid Interest Shortfall after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to the Class M Certificates for such Distribution Date and
(e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class M
Certificates for such Distribution Date;
(v) the amount of such distribution to Holders of each Class B
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(vi) (a) the amount of such distribution to Holders of each
Class B Subclass allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class B Subclass
and the Pass-Through Rate applicable to such Distribution Date, (c) any
Class B Subclass Interest Shortfall Amounts arising with respect to
such Distribution Date and any remaining Class B Subclass Unpaid
Interest Shortfall with respect to each Class B Subclass after giving
effect to such distribution, (d) the amount of any Non-Supported
Interest Shortfall allocated to each Class B Subclass for such
Distribution Date, and (e) the interest portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Class B Subclass for such Distribution Date;
(vii) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trust Administrator pursuant to the Servicing
Agreements or this Agreement;
(viii) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(ix) the Class A Principal Balance, the Class A Subclass
Principal Balance of each Subclass of Class A Certificates, the Class M
Principal Balance, the Class B Principal Balance and the Class B
Subclass Principal Balance of each Subclass of Class B Certificates as
of the following Determination Date after giving effect to the
distributions of principal made, and the principal portion of Realized
Losses, if any, allocated with respect to such Distribution Date;
(x) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans
for such Distribution Date and the aggregate Scheduled Principal
Balance of the Discount Mortgage Loans for such Distribution Date;
(xi) the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by Norwest Mortgage and, collectively, by the
Other Servicers as of such Distribution Date;
(xii) the Class A Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiii) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xiv) the Class M Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xv) the Class M Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xvi) the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xvii) the Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xviii) the number and aggregate principal balances of
Mortgage Loans delinquent (a) one month, (b) two months and (c) three
months or more;
(xix) the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding Determination Date;
(xx) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xxi) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close of
business on such Distribution Date;
(xxii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses
or Excess Bankruptcy Losses;
(xxiii) the aggregate amount of Bankruptcy Losses allocated to
each Subclass of Class B Certificates or, following the reduction of
the Class B Principal Balance to zero, solely to the Class M
Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary;
(xxiv) the amount by which the Class B Subclass Principal
Balance of each Subclass of Class B Certificates and the Class M
Principal Balance has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxv) the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined not to
foreclose because it believes the related Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous
substances;
(xxvi) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate
Available Master Servicer Compensation has been reduced by the
Prepayment Interest Shortfall for the related Distribution Date;
(xxvii) in the case of the Class A-WIO Certificates, the Class
A-WIO Notional Amount and Class A-WIO Pass-Through Rate for such
Distribution Date;
(xxviii) the Class A-PO Deferred Amount, if any; and
(xix) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare
their tax returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Subclass of Class A
Certificates pursuant to clauses (i) and (ii) above, with the Class M
Certificates pursuant to clauses (iii) and (iv) above and with respect to a
Class B Subclass pursuant to clauses (v) and (vi) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than the Class A-WIO and Class A-R Certificates) with a $1,000 Denomination, and
as a dollar amount per Class A-R Certificate with a $100 Denomination and as a
dollar amount per Class A-WIO Certificate with a 1% Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder, the information set forth in clauses (iii)
and (iv)(a) above in the case of a Class M Certificateholder and the information
contained in clauses (v) and (vi)(a) above in the case of a Class B
Certificateholder aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Subclass Distribution Amount with
respect to each Class A Subclass, the Class M Distribution Amount and the Class
B Subclass Distribution Amount with respect to each Class B Subclass. The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trust Administrator and the Paying Agent shall be protected in relying
upon the same without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class 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 Trust Administrator
acquires an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
Section 4.06. Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer.
The Master Servicer will compute the amount of all
distributions to be made on the Certificates and all losses to be allocated to
the Certificates. In the event that the Master Servicer concludes that any
ambiguity or uncertainty exists in any provisions of this Agreement relating to
distributions to be made on the Certificates or the allocation of losses to the
Certificates, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-R
Certificate, integral multiples of $1,000 in excess thereof or 1% Percentage
Interest in the case of the Class A-WIO Certificates (except, if necessary, for
one Certificate of each Class or Subclass (other than the Class A-WIO and Class
A-R Certificates) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class or
Subclass to equal the aggregate Original Class A Subclass Principal Balance,
Original Class M Principal Balance or the aggregate Original Class B Subclass
Principal Balance of such Class or Subclass, as the case may be), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4,
A-PO, A-WIO, A-R, B-1, B-2, B-3, B-4, B-5, C, and D (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the Trust Administrator to or upon the order of the Seller upon
receipt by the Trust Administrator or the Custodian of the documents specified
in Section 2.01. The aggregate principal portion evidenced by the Class A, Class
M and Class B Certificates shall be the sum of the amounts specifically set
forth in the respective Certificates. The Certificates shall be executed by
manual or facsimile signature on behalf of the Trust Administrator by any
Responsible Officer thereof. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Trust
Administrator shall bind the Trust Administrator notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless manually countersigned
by a Responsible Officer of the Trust Administrator, or unless there appears on
such Certificate a certificate of authentication executed by the Authenticating
Agent by manual signature, and such countersignature or certificate upon a
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Trust Administrator or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of [the Clearing Agency] or such other name as requested by an
authorized representative of [the Clearing Agency] and any payment is made to
[the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate
Registrar and the Trust Administrator may deal with the Clearing Agency
for all purposes (including the making of distributions on the
Book-Entry Certificates and the taking of actions by the Holders of
Book-Entry Certificates) as the authorized representative of the
Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law, the rules, regulations and procedures of the Clearing Agency
and agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and
transmit distributions of principal and interest on the Certificates to
the Clearing Agency Participants, for distribution by such Clearing
Agency Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trust Administrator at the Corporate Trust Office.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trust Administrator shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trust Administrator shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trust Administrator shall act as, or shall appoint, a Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class or Subclass.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class or Subclass upon surrender
of the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trust Administrator or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class A-WIO, Class B-3, Class B-4 or Class B-5
Certificate shall be made (other than the transfer of the Class A-WIO
Certificates to an affiliate of the Seller on the Closing Date) unless the
registration requirements of the Securities Act of 1933, as amended, and any
applicable State securities laws are complied with, or such transfer is exempt
from the registration requirements under said Act and laws. In the event that a
transfer is to be made in reliance upon an exemption from said Act or laws, (i)
unless such transfer is made in reliance on Rule 144A, the Trust Administrator
or the Seller may, if such transfer is to be made within three years after the
later of (i) the date of the initial sale of Certificates or (ii) the last date
on which the Seller or any affiliate thereof was a Holder of the Certificates
proposed to be transferred, require a Class A-WIO, Class B-3, Class B-4 or Class
B-5 Certificateholder to deliver a written Opinion of Counsel acceptable to and
in form and substance satisfactory to the Trust Administrator and the Seller, to
the effect that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from said Act and laws or is
being made pursuant to said Act and laws, which Opinion of Counsel shall not be
an expense of the Trust Administrator, the Trustee, the Seller or the Master
Servicer, and (ii) the Trust Administrator shall require the transferee (other
than of a Class A-WIO Certificate where such transferee is an affiliate of the
Seller and such transfer is made on the Closing Date) to execute an investment
letter in the form of Exhibit J hereto certifying to the Seller and the Trust
Administrator the facts surrounding such transfer, which investment letter shall
not be an expense of the Trust Administrator, the Trustee, the Seller or the
Master Servicer. The Holder of a Class A-WIO, Class B-3, Class B-4 or Class B-5
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trust Administrator, the Trustee, the Seller, the Master Servicer
and any Paying Agent acting on behalf of the Trustee against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws. Neither the Seller nor the Trust Administrator is
under an obligation to register the Class A-WIO, Class B-3, Class B-4 or Class
B-5 Certificates under said Act or any other securities law.
(c) No transfer of a Class A-WIO Certificate, or a Class M or Class B
Certificate shall be made (other than the transfer of the Class A-WIO
Certificates to an affiliate of the Seller on the Closing Date) unless the Trust
Administrator shall have received (i) a representation letter from the
transferee in the form of Exhibit J hereto, in the case of a Class A-WIO, Class
B-3, Class B-4 or Class B-5 Certificate, or in the form of Exhibit K hereto, in
the case of a Class M, Class B-1 or Class B-2 Certificate, to the effect that
either (a) such transferee is not an employee benefit plan or other retirement
arrangement subject to Title I of ERISA or Code Section 4975, or a governmental
plan, as defined in Section 3(32) of ERISA, subject to any federal, state or
local law ("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer or (b) (other than with respect to a Class A-WIO
Certificate) if such transferee is an insurance company, the source of funds
used to purchase the Class M or Class B Certificate is an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12,
1995)) and there is no Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held by or on behalf of
such Plan and all other Plans maintained by the same employer (or affiliate
thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and liabilities of such
general account (as such amounts are determined under Section I(a) of PTE 95-60)
at the date of acquisition or (ii) in the case of any such Class A-WIO, Class M
or Class B Certificate presented for registration in the name of a Plan, or a
trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust
Administrator and the Seller to the effect that the purchase or holding of such
Class A-WIO, Class M or Class B Certificate will not result in the assets of the
Trust Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trust Administrator, the Trustee,
the Seller or the Master Servicer. The Class A-WIO, Class M and Class B
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class A-R
Certificate may be transferred directly or indirectly to a "disqualified
organization" within the meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or middleman), to a Plan
or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an "ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not a Non-U.S. Person
or (ii) is a Non-U.S. Person that holds the Class A-R Certificate in connection
with the conduct of a trade or business within the United States and has
furnished the transferor and the Trust Administrator with an effective Internal
Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trust Administrator shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trust Administrator shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class A-R Certificate, unless the transferor shall have provided to the
Trust Administrator an affidavit, substantially in the form attached as Exhibit
H hereto, signed by the transferee, to the effect that the transferee is not
such a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R Certificate to
disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign
Holders. Such affidavit shall also contain the statement of the transferee that
(i) the transferee has historically paid its debts as they have come due and
intends to do so in the future, (ii) the transferee understands that it may
incur liabilities in excess of cash flows generated by the residual interest,
(iii) the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R Certificate has been transferred, directly or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Class A-R Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of such Class A-R
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to Class A-R Certificate, and (ii) the Master
Servicer agrees to furnish to the Internal Revenue Service and to any transferor
of the Class A-R Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trust Administrator
or the Authenticating Agent, or the Trust Administrator or the Authenticating
Agent receives evidence to its satisfaction of the destruction, loss or theft of
any Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Trust
Administrator or the Authenticating Agent that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class or Subclass. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator, or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
(a) If the Trust Administrator is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of a
request by the Trust Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and addresses of the
Certificateholders of each Class or Subclass as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar, the Trust
Administrator and the Trustee that neither the Seller, the Master Servicer, the
Certificate Registrar, the Trust Administrator nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names,
addresses and Percentage Interests of the Certificateholders hereunder,
regardless of the source from which such information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trust Administrator will maintain, at its expense, an office or agency
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Certificate Registrar in respect of
the Certificates and this Agreement may be served. The Trust Administrator
initially designates the Corporate Trust Office and the principal corporate
trust office of the Authenticating Agent, if any, as its offices and agencies
for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trust Administrator in writing
that the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of dismissal or resignation of the Master Servicer,
Beneficial Owners representing aggregate Voting Interests of not less than 51%
of the aggregate Voting Interests of each outstanding Subclass of Book-Entry
Certificates advise the Trust Administrator through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners, the Trust Administrator shall notify the Beneficial Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Beneficial Owners requesting the
same. Upon surrender to the Trust Administrator by the Clearing Agency of the
Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trust Administrator shall execute and authenticate
Definitive Certificates for delivery at its Corporate Trust Office. The Master
Servicer shall arrange for, and will bear all costs of, the printing and
issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of
the partners, directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A, Class M and Class B
Certificates in the same manner as Realized Losses are allocated pursuant to
Section 4.02(a).
Section 6.04. Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the
Trust Administrator, in the exercise of its reasonable judgment, and executes
and delivers to the Trustee and the Trust Administrator an agreement, in form
and substance reasonably satisfactory to the Trustee and the Trust
Administrator, which contains an assumption by such purchaser or transferee of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer hereunder from and after the
date of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, the Trust Administrator or the Seller under this Agreement, incurred by
it prior to the time that the conditions contained in clause (i) above are met.
Section 6.07. Indemnification of Trustee, Trust Administrator and
Seller by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee, the
Trust Administrator and the Seller and any director, officer or agent thereof
against any loss, liability or expense, including reasonable attorney's fees,
arising out of, in connection with or incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties of the Master Servicer
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement. Any payment pursuant to this Section made by the
Master Servicer to the Trustee, the Trust Administrator or the Seller shall be
from such entity's own funds, without reimbursement therefor. The provisions of
this Section 6.07 shall survive the termination of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds
to the Paying Agent as required by Section 4.03 or (b) to distribute or
cause to be distributed to Certificateholders any payment required to
be made by the Master Servicer under the terms of this Agreement which,
in either case, continues unremedied for a period of three business
days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or to the Master Servicer and the Trustee by
the holders of Certificates evidencing in the aggregate not less than
25% of the aggregate Voting Interest represented by all Certificates;
or
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer in the Certificates or
in this Agreement which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee, or to the Master Servicer and the Trustee by the holders
of Certificates evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged and unstayed
for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee
in any bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities, voluntary liquidation or similar proceedings of
or relating to the Master Servicer, or of or relating to all or
substantially all of its property; or
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose
of all or substantially all of its assets; or consolidate with or merge
into another entity or shall permit another entity to consolidate or
merge into it, such that the resulting entity does not meet the
criteria for a successor servicer, as specified in Section 6.02 hereof;
or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHMLC, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04. Action upon Certain Failures of the
Master Servicer and upon Event of Default.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or Trust Administrator may, but
need not if the Trustee or Trust Administrator, as the case may be, deems it not
in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
Section 7.05. Trust Administrator to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee or the Trust Administrator receives the resignation of the
Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the
Trust Administrator on behalf of the Trustee shall be the successor in all
respects to the Master Servicer in its capacity as master servicer under this
Agreement and the transactions set forth or provided for herein and shall have
the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trust Administrator shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trust Administrator shall
also, within 45 days after the occurrence of any Event of Default known to the
Trust Administrator, give written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register, unless such Event of
Default shall have been cured or waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee and Trust Administrator.
The Trustee and the Trust Administrator, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator, which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
and the Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after
the curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee and the Trust Administrator shall
be determined solely by the express provisions of this Agreement, the
Trustee and the Trust Administrator shall not be liable except for the
performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and the Trust
Administrator and, in the absence of bad faith on the part of the
Trustee and the Trust Administrator, the Trustee and the Trust
Administrator may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and the Trust
Administrator, and conforming to the requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be
personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of
holders of Certificates which evidence in the aggregate not less than
25% of the Voting Interest represented by all Certificates relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee and the Trust Administrator, or exercising any
trust or power conferred upon the Trustee and the Trust Administrator,
under this Agreement; and
(iii) The Trustee and the Trust Administrator shall not be
liable for any error of judgment made in good faith by any of their
respective Responsible Officers, unless it shall be proved that the
Trustee or the Trust Administrator or such Responsible Officer, as the
case may be, was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee and the Trust
Administrator.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may rely
and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by
it to be genuine and to have been signed or presented by the proper
party or parties;
(ii) Each of the Trustee and the Trust Administrator may
consult with counsel, and any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall
be personally liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement; and
(iv) Each of the Trustee and the Trust Administrator may
execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys.
Section 8.03. Neither Trustee nor Trust Administrator Required to
Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
Section 8.04. Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
Section 8.05. Trustee and Trust Administrator May Own Certificates.
Each of the Trustee, the Trust Administrator and any agent thereof, in its
individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to each of the Trustee and
the Trust Administrator from time to time, and each of the Trustee and the Trust
Administrator shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be, and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be, upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements.
Each of the Trustee and the Trust Administrator hereunder shall at all
times (i) be a corporation or association having its principal office in a state
and city acceptable to the Seller, organized and doing business under the laws
of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
Section 8.08. Resignation and Removal.
Either of the Trustee or the Trust Administrator may at any time resign and
be discharged from the trust hereby created by giving written notice of
resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee. Upon receiving such notice of resignation,
the Master Servicer shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning entity and one copy to its successor. If no successor trustee shall
have been appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Trust
Administrator, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to be
eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator and
appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee or trust
administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Master Servicer fails to mail such
notice within ten days after acceptance of the successor trustee or trust
administrator, as the case may be, the successor trustee or trust administrator
shall cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which either the Trustee or the Trust Administrator may be
merged or converted or with which it may be consolidated, to which it may sell
or transfer its corporate trust business and assets as a whole or substantially
as a whole or any Person resulting from any merger, sale, transfer, conversion
or consolidation to which the Trustee or the Trust Administrator shall be a
party, or any Person succeeding to the business of such entity, shall be the
successor of the Trustee or Trust Administrator, as the case may be, hereunder;
provided, however, that (i) such Person shall be eligible under the provisions
of Section 8.07, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, and (ii) the Trustee or the Trust Administrator, as the case
may be, shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the REMIC to not
qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of the
Trustee or the Trust Administrator, as the case may be.
Section 8.11. Authenticating Agent.
The Trust Administrator may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trust Administrator in authenticating
Certificates. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trust Administrator or the Trust Administrator's
countersignature, such reference shall be deemed to include authentication on
behalf of the Trust Administrator by the Authenticating Agent and a certificate
of authentication executed on behalf of the Trust Administrator by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Trust Administrator,
the Seller and the Master Servicer. The Trust Administrator may at any time
terminate the agency of the Authenticating Agent by giving written notice
thereof to the Authenticating Agent, the Seller and the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trust Administrator promptly shall appoint
a successor Authenticating Agent, which shall be acceptable to the Master
Servicer, and shall give written notice of such appointment to the Seller, and
shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trust Administrator. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon
the Trustee, in respect of the receipt, custody and payment of moneys
shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder) the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other
separate trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this
Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trust Administrator may at any time on or after the Closing Date, with
the consent of the Master Servicer and the Seller, appoint one or more
Custodians to hold all or a portion of the Owner Mortgage Loan Files as agent
for the Trust Administrator, by entering into a Custodial Agreement. Subject to
this Article VIII, the Trust Administrator agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Owner
Mortgage Loan File. Each Custodial Agreement may be amended only as provided in
Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee, the Trust Administrator and the Master Servicer
covenants and agrees that it shall perform its duties hereunder in a manner
consistent with the REMIC Provisions and shall not knowingly take any action or
fail to take any action that would (i) affect the determination of the Trust
Estate's status as a REMIC; or (ii) cause the imposition of any federal, state
or local income, prohibited transaction, contribution or other tax on either the
REMIC or the Trust Estate. The Master Servicer, or, in the case of any action
required by law to be performed directly by the Trust Administrator, the Trust
Administrator, shall (i) prepare or cause to be prepared, timely cause to be
signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns using a calendar year as the
taxable year for the REMIC and the accrual method of accounting; (ii) in the
first such federal tax return, make, or cause to be made, an election satisfying
the requirements of the REMIC Provisions, on behalf of the Trust Estate, to
treat the Trust Estate as a REMIC; (iii) prepare, execute and forward, or cause
to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the REMIC, as and
when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trust Administrator and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-PO, Class A-WIO and Class A-R Certificates,
the Class M Certificates and the Class B-l, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates; (viii) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trustee and the Trust Administrator that such occurrence would not (a)
result in a taxable gain, (b) otherwise subject either the Trust Estate or the
REMIC to tax or (c) cause the Trust Estate to fail to qualify as a REMIC; (ix)
exercise reasonable care not to allow the REMIC to receive income from the
performance of services or from assets not permitted under the REMIC Provisions
to be held by a REMIC; (x) pay (on behalf of the REMIC) the amount of any
federal income tax, including, without limitation, prohibited transaction taxes,
taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the REMIC when and as
the same shall be due and payable (but such obligation shall not prevent the
Master Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the REMIC within the meaning of
Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby
designated as agent of the Class A-R Certificateholder for such purpose (or if
the Master Servicer is not so permitted, the Holder of the Class A-R Certificate
shall be tax matters person in accordance with the REMIC Provisions). The Master
Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for any
taxes paid by it pursuant to clause (x) of the preceding sentence, except to the
extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee's sole duties with respect to the REMIC are
to sign the tax returns referred to in clause (i) of the second preceding
sentence and to comply with written directions from the Master Servicer or the
Trust Administrator.
In order to enable the Master Servicer, the Trust Administrator or the
Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class and Subclass of Certificates
and the Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to
the Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, the Master
Servicer, the Trust Administrator and the Trustee shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee, respectively, to
perform its obligations under this Section 8.14.
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the Certificate Account
for Periodic Advances and Nonrecoverable Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities of
the Seller, the Master Servicer, the Trust Administrator and the Trustee created
hereby (other than the obligation of the Trust Administrator to make certain
payments after the Final Distribution Date to Certificateholders and the
obligation of the Master Servicer to send certain notices as hereinafter set
forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.24. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trust Administrator
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer (if it is exercising its right to purchase the assets of
the Trust Estate) or by the Trust Administrator (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trust Administrator
therein designated, (B) the amount of any such final payment and (C) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made (except in the case of any Class A Certificate surrendered
on a prior Distribution Date pursuant to Section 4.01) only upon presentation
and surrender of the Certificates at the office or agency of the Trust
Administrator therein specified. If the Master Servicer is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Subclasses of Class A Certificates, the respective
Class A Subclass Principal Balance together with any related Class A Subclass
Unpaid Interest Shortfall and one month's interest in an amount equal to the
respective Class A Subclass Interest Accrual Amount, (ii) as to the Class M
Certificates, the Class M Principal Balance together with any related Class M
Unpaid Interest Shortfall and one month's interest at the Class M Pass-Through
Rate on the Class M Principal Balance, (iii) as to the Subclasses of Class B
Certificates, the respective Class B Subclass Principal Balance together with
any related Class B Subclass Unpaid Interest Shortfall and one month's interest
in an amount equal to the respective Class B Subclass Interest Accrual Amount
and (iv) as to the Class A-R Certificate, the amounts, if any, which remain on
deposit in the Certificate Account (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trust Administrator of any Periodic
Advances, is insufficient to pay in full the amounts set forth in clauses (i),
(ii) and (iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Sections 4.02(b) and 4.02(g)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trust Administrator shall on such date cause
all funds, if any, in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the Trust
Administrator (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within three months
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Trust Administrator may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds on deposit in such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator has received an Opinion of Counsel to the effect
that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section
9.01 shall provide that such notice constitutes the adoption of a plan
of complete liquidation of the REMIC as of the date of such notice (or,
if earlier, the date on which the first such notice is mailed to
Certificateholders). The Master Servicer shall also specify such date
in a statement attached to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the Final Distribution Date,
the Trust Administrator shall sell all of the assets of the Trust
Estate to the Seller for cash at the purchase price specified in
Section 9.01 and shall distribute such cash within 90 days of such
adoption in the manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions herein or therein,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of the Trust Estate as a REMIC
at all times that any Certificates are outstanding or to avoid or minimize the
risk of the imposition of any federal tax on the Trust Estate or the REMIC
pursuant to the Code that would be a claim against the Trust Estate, provided
that (a) the Trustee and the Trust Administrator have received an Opinion of
Counsel to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and (b) such action shall not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Trust Estate or the REMIC or any of the Certificateholders will be subject to a
tax caused by a transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall not be materially inconsistent
with the provisions of this Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the aggregate Voting Interests of each Class or Subclass of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class or Subclass; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class or Subclass in a manner other than as described in
clause (i) hereof without the consent of Holders of Certificates of such Class
or Subclass evidencing, as to such Class or Subclass, Voting Interests
aggregating not less than 66-2/3% or (iii) reduce the aforesaid percentage of
Certificates of any Class or Subclass the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all
Certificates of such Class or Subclass then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject the REMIC to tax or cause the Trust
Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder, the Trust Administrator or the Trustee; provided,
however, (i) that such amendment does not conflict with any provisions of the
related Servicing Agreement, (ii) that the related Servicing Agreement provides
for the remittance of each type of Unscheduled Principal Receipts received by
such Servicer during the Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master Servicer no later than
the 24th day of the month in which such Distribution Date occurs and (iii) that
such amendment is for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt
Period for Exhibit F-1 Mortgage Loans to a Mid-Month
Receipt Period with respect to all Unscheduled
Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt
Period for all Mortgage Loans serviced by any
Servicer to a Mid-Month Receipt Period with respect
to Full Unscheduled Principal Receipts and to a Prior
Month Receipt Period with respect to Partial
Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trust Administrator.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trust Administrator, but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner herein provided and
for the benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the Trust
Administrator shall be entitled to such relief as can be given either at law or
in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office and (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, provided, however, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies.
(a) The Trust Administrator shall give prompt notice to each Rating Agency
of the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section
10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant
to Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to
Section 6.04;
(v) the occurrence of any of the Events of Default described
in Section 7.01;
(vi) any notice of termination given to the Master Servicer
pursuant to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency of
the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust
administrator pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master
Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.750% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is September 1, 1997.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $170,178,363.24.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 97.24344548%.
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 $ 60,000,000.00
Class A-2 $ 73,760,691.00
Class A-3 $ 10,149,209.00
Class A-4 $ 21,200,000.00
Class A-PO $ 387,999.29
Class A-R $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $165,110,000.00.
Section 11.07. Original Subordinated Percentage.
The Original Subordinated Percentage is 2.75655452%.
Section 11.08. Original Class M Percentage.
The Original Class M Percentage is 1.00241260%.
Section 11.09. Original Class M Principal Balance.
The Original Class M Principal Balance is $1,702,000.00.
Section 11.10 Original Class M Fractional Interest.
The Original Class M Fractional Interest is 1.75414191%.
Section 11.11 Original Class B-1 Percentage.
The Original Class B-1 Percentage is 0.65139150%.
Section 11.12. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.40108283%.
Section 11.13. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.30037040%.
Section 11.14. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.25089763%.
Section 11.15. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.15039955%.
Section 11.16. Original Class B Principal Balance.
The Original Class B Principal Balance is $2,978,363.95.
Section 11.17. Original Class B Subclass Principal Balances.
As to any Class B Certificate, the Class B Subclass Principal Balance of
such Subclass as of the Cut-Off Date, is as follows:
Original Class B
Class B Subclass Subclass Principal Balance
---------------- --------------------------
Class B-1 $ 1,106,000.00
Class B-2 $ 681,000.00
Class B-3 $ 510,000.00
Class B-4 $ 426,000.00
Class B-5 $ 255,363.95
Section 11.18. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.10275041%.
Section 11.19. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 0.70166758%.
Section 11.20. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.40129718%.
Section 11.21. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.15039955%.
Section 11.22. Closing Date.
The Closing Date is September 29, 1997.
Section 11.23. Right to Purchase.
The right of the Seller to purchase all of the Mortgage Loans pursuant to
Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal
Balance of the Mortgage Loans being less than $17,017,836.32 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.24. Wire Transfer Eligibility.
With respect to the Class A Certificates (other than the Class A-R, Class
A-PO and Class A-WIO Certificates), Class M Certificates and Class B
Certificates (other the Class B-4 and Class B-5 Certificates) the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-WIO Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 25% Percentage Interest. The
Class A-PO, Class A-R, Class B-4 and Class B-5 Certificates are not eligible for
wire transfer.
Section 11.25. Single Certificate.
A Single Certificate for each Subclass of Class A Certificates (other than
the Class A-4, Class A-WIO and Class A-R Certificates), the Class M Certificates
and the Class B Certificates (other than the Class B-3, Class B-4, and Class B-5
Certificates) represents a $100,000 Denomination. A Single Certificate for the
Class A-4 Certificates represents a $25,000 Denomination. A Single Certificate
for the Class A-WIO Certificates represents a Denomination of 25% Percentage
Interest. A Single Certificate for the Class A-R Certificate represents a $100
Denomination. A Single Certificate for the Class B-3 Certificates represents a
$250,000 Denomination. A Single Certificate for the Class B-4 and Class B-5
Certificates represents a Denomination equal to the Original Class B Subclass
Principal Balance thereof.
Section 11.26. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to 0.250% per annum.
Section 11.27. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.016% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:
---------------------------------
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
---------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
---------------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
-------------------------
Title:
------------------------
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 29th day of September, 1997, before me, a notary public in and for
the State of New York, personally Patrick Greene, known to me who, being by me
duly sworn, did depose and say that he resides at Frederick, Maryland; that he
is an Assistant Vice President of Norwest Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 29th day of September, 1997, before me, a notary public in and for
the State of New York, personally appeared Edward M. Frere, Jr., 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 September, 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 September, 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>
STATE OF NEW YORK )
ss.:
COUNTY OF )
On this 29th day of September, 1997, before me, a notary public in and for
the State of New York, personally appeared -------------------, known to me who,
being by me duly sworn, did depose and say that s/he resides at
- ----------------, New York; that s/he is a -------------------- of United States
Trust Company of New York, a ------------------------, one of the parties that
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF )
On this 29th day of September, 1997, before me, a notary public in and for
the State of New York, personally appeared -------------------, known to me who,
being by me duly sworn, did depose and say that s/he resides at
- ----------------, New York; that s/he is a -------------------- of United States
Trust Company of New York, a ------------------------, one of the parties that
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1997-15
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid-Month Mid-Month
FT Mortgage Companies Mid-Month Prior Month
Cimarron Mortgage Corp. Prior Month Prior Month
National City Mortgage Company Prior Month Prior Month
First Union Mortgage Corporation Prior Month Prior Month
Suntrust Mortgage, Inc. Prior Month Prior Month
Citicorp Mortgage, Inc. Prior Month Prior Month
First Bank National Association Prior Month Prior Month
The Huntington Mortgage Company Prior Month Prior Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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 6.750% 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-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE,THE TRUST ADMINISTRATOR OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY ANY
GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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 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-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-WIO
[FORM OF FACE OF CLASS A-WIO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT 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 1997-15 CLASS A-WIO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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) 6.750% and (B) the Class A-WIO Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-WIO Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
No transfer of a Class A-WIO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating that the transferee is not a Plan and is not acting on behalf
of a Plan or using the assets of a Plan to effect such purchase or (ii) if such
transferee is a Plan, or is acting on behalf of or using the assets of a Plan,
(a) an opinion of counsel acceptable to and in form and substance satisfactory
to the Trust Administrator and the Seller with respect to certain matters and
(b) such other documentation as the Seller or the Master Servicer may require,
as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on September 29, 1997, at an issue price of
2.22325% 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 250% SPA (as
defined in the Prospectus Supplement dated September 22, 1997 with respect to
the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-PO,
Class A-R, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate and (b) that the Pass-Through Rate on this Certificate 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 1.09370775%; (ii)
the annual yield to maturity of this Certificate, compounded monthly, is
approximately 12.49%; and (iii) the amount of OID allocable to the short first
accrual period (September 29, 1997 to October 25, 1997) as a percentage of the
initial Class A-WIO Notional Amount, calculated using the exact method, is
approximately 0.02003750%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15, CLASS A-PO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), United States Trust
Company of New York, as trustee (the "Trustee"), and First Union National Bank,
as trust administrator (the "Trust Administrator"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A-PO
Distribution Amount required to be distributed to Holders of Class A-PO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class A-PO Certificates will not be entitled
to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on September 29, 1997, at an issue price of
69.25000% 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 250% SPA (as
defined in the Prospectus Supplement dated September 22, 1997 with respect to
the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-PO,
Class A-R, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 30.75000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.37%; and
(iii) the amount of OID allocable to the short first accrual period (September
29, 1997 to October 25, 1997) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.41823716%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class A-R Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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 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-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trust Administrator
for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15, CLASS B-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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
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 B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on September 29, 1997, and based on its issue
price of 97.63438%, 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
250% SPA (as defined in the Prospectus Supplement dated September 22, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PO, Class A-R, Class M, Class B-1 and Class B-2 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 2.44062500%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.18%; and
(iii) the amount of OID allocable to the short first accrual period (September
29, 1997 to October 25, 1997) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.01878305%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS B-1 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15, CLASS B-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY ANY
GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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
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 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, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on September 29, 1997, and based on its issue
price of 96.24375%, 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
250% SPA (as defined in the Prospectus Supplement dated September 22, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PO, Class A-R, Class M, Class B-1 and Class B-2 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 3.83125000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.44%; and
(iii) the amount of OID allocable to the short first accrual period (September
29, 1997 to October 25, 1997) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.02918062%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS
B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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
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 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, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on September 29, 1997, and based on its issue
price of 90.32188%, 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
250% SPA (as defined in the Prospectus Supplement dated September 22, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PO, Class A-R, Class M, Class B-1 and Class B-2 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 9.75312500%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.58%; and
(iii) the amount of OID allocable to the short first accrual period (September
29, 1997 to October 25, 1997) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.07175557%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS
B-2 CERTIFICATES AND THE CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15, CLASS B-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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
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 B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on September 29, 1997, and based on its issue
price of 77.83750%, 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
250% SPA (as defined in the Prospectus Supplement dated September 22, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PO, Class A-R, Class M, Class B-1 and Class B-2 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 22.23750000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 11.38%;
and (iii) the amount of OID allocable to the short first accrual period
(September 29, 1997 to October 25, 1997) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.15181762%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS
B-2 CERTIFICATES, THE CLASS B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15, CLASS B-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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
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 B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on September 29, 1997, and based on its issue
price of 39.02500%, 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
250% SPA (as defined in the Prospectus Supplement dated September 22, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PO, Class A-R, Class M, Class B-1 and Class B-2 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 61.05000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 27.77%;
and (iii) the amount of OID allocable to the short first accrual period
(September 29, 1997 to October 25, 1997) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.29396657%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Face of Class M Certificate]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-15, CLASS M
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: September 1, 1997
CUSIP No.: First Distribution Date: October 27, 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 September 29, 1997
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, 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 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 M Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class M Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trust Administrator (i)
a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, or is acting on behalf of or using the assets of a
Plan, (a) an opinion of counsel acceptable to and in form and substance
satisfactory to the Trust Administrator and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1997-15 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-15
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes and Subclasses designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trust Administrator,
such advances are reimbursable to such Servicer, the Master Servicer or the
Trust Administrator to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trust Administrator, as applicable, of advances made by such Servicer, the
Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator, and the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Seller, the Master Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Voting Interests of each Class or Subclass of Certificates
affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon the Certificate. The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trust Administrator, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
Denominations evidencing the same Class and Subclass and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and Subclass and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the Trustee and
the Certificate Registrar, and any agent of the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trust Administrator,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created thereby shall terminate upon the last action required
to be taken by the Trust Administrator on the Final Distribution Date pursuant
to the Agreement following the earlier of (i) the payment or other liquidation
(or advance with respect thereto) of the last Mortgage Loan subject thereto or
the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like Denomination or Percentage Interest and Class or Subclass, to the
above named assignee and deliver such Certificate to the following address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Social Security or other Identifying Number of Assignee:
- --------------------------------------------------------------------------------
Dated:
-----------------------------------
Signature by or on behalf of assignor
-----------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to -----------------------------------------------
for the account of ----------------------------------------------- account
number -------------, or, if mailed by check, to ----------------------------.
Applicable statements should be mailed to --------------------------------------
- ----------------------------------------------------------------.
This information is provided by ----------------------, the assignee named
above, or -----------------------------------, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of -------------, by and among FIRST UNION NATIONAL
BANK, not individually, but solely as Trust Administrator (including its
successors under the Pooling and Servicing Agreement defined below, the "Trust
Administrator"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
- --------------------------- (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, the Trust Administrator and
United States Trust Company of New York, as trustee, have entered into a Pooling
and Servicing Agreement dated as of September 29, 1997 relating to the issuance
of Mortgage Pass-Through Certificates, Series 1997-15 (as in effect on the date
of this Agreement, the "Original Pooling and Servicing Agreement", and as
amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trust Administrator, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trust Administrator for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trust Administrator of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account to the extent
required by the Pooling and Servicing Agreement or (ii) the Custodial File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trust Administrator. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In such
event, the Trust Administrator shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trust
Administrator shall give prompt notice to the Seller and the Master Servicer of
the appointment of any successor Custodian. No successor Custodian shall have
been appointed and accepted appointment by the Trust Administrator without the
prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trust Administrator shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trust Administrator shall
give prompt notice to the Custodian of any amendment or supplement to the
Pooling and Servicing Agreement and furnish the Custodian with written copies
thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
230 South Tryon Street By:
Charlotte, North Carolina, 28288 -----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Address: NORWEST ASSET SECURITIES CORPORATION
7485 New Horizon Way By:
Frederick, Maryland 21703 -----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Address: [CUSTODIAN]
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ---------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------------, known to me who,
being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ---------- of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
-----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ---------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------------, known to me who,
being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ---------- of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
-----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this --- day of --------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------- ---------, known to me
who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the -------------------- of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
-----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of --------, 19--, before me, a notary public in and for
the State of ----------, personally appeared ---------- ----------, known to me
who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ----------------------- of
- ----------------------, a -------------------------, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
-----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1997-15 Exhibit F-1
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
<TABLE>
<CAPTION>
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3394484 SCOTTSDALE AZ 85259 SFD 8.125 7.859 $4,092.25 180 1-Jun-12 $421,331.33
6150117 GILBERT AZ 85233 SFD 7.875 7.609 $2,475.45 180 1-Jun-12 $258,697.04
6176806 NISSEQUOGUE NY 11780 SFD 8.125 7.859 $1,781.33 180 1-Aug-12 $184,471.27
6201808 WESTBOROUGH MA 01581 SFD 7.500 7.234 $3,333.34 180 1-Jul-12 $357,400.27
6259727 CHICAGO IL 60649 SFD 7.500 7.234 $3,625.08 180 1-Jun-12 $387,484.75
6260759 CARBONDALE CO 81623 SFD 7.875 7.609 $2,371.12 180 1-Jun-12 $247,794.11
6267580 BEDFORD NH 03110 SFD 6.875 6.609 $2,657.73 180 1-Jun-12 $295,132.32
6268178 AUSTIN TX 78734 SFD 8.375 8.109 $2,541.31 180 1-Apr-12 $254,794.96
6268988 SAN LEANDRO CA 94577 SFD 7.750 7.484 $2,353.19 180 1-Jun-12 $247,769.83
6277629 LA QUINTA CA 92253 SFD 8.250 7.984 $2,879.38 180 1-Jun-12 $294,266.02
6278137 LAKEVILLE TWNSHP IA 51360 SFD 8.000 7.734 $2,866.96 180 1-Jun-12 $297,381.74
6281664 CASTLE ROCK CO 80104 SFD 7.750 7.484 $3,294.46 180 1-Jun-12 $346,877.80
6282168 BOULDER CO 80303 SFD 7.875 7.609 $2,465.97 180 1-Jun-12 $257,705.85
6284011 HOUSTON TX 77024 SFD 7.625 7.359 $2,713.65 180 1-Jun-12 $287,793.23
6291663 LA JOLLA CA 92037 SFD 7.875 7.609 $3,869.68 180 1-Aug-12 $406,807.82
6291867 CEDAR RAPIDS IA 52403 SFD 7.625 7.359 $2,787.44 180 1-May-12 $294,800.44
6298483 PORTLAND OR 97212 SFD 7.500 7.234 $2,227.15 180 1-Jul-12 $238,794.29
6299632 SAN DIEGO CA 92130 SFD 7.500 7.234 $3,578.27 180 1-May-12 $381,293.01
6299840 LINCOLN UNIVERSIT PA 19352 SFD 7.125 6.859 $2,717.49 180 1-Jul-12 $298,121.96
6300032 MENDHAM NJ 07945 SFD 7.375 7.109 $5,519.54 180 1-May-12 $592,604.00
6304548 BREWSTER NY 10509 SFD 8.000 7.734 $1,146.78 180 1-Jun-12 $118,346.70
6308579 DANA POINT CA 92624 SFD 7.750 7.484 $4,706.38 180 1-Jun-12 $494,950.55
6312720 LODI CA 95242 SFD 8.000 7.734 $2,198.00 180 1-Jul-12 $228,666.23
6314325 SANTA CRUZ CA 95060 SFD 7.250 6.984 $2,738.59 180 1-Jul-12 $298,142.22
6314966 ATLANTA GA 30327 SFD 7.875 7.609 $3,651.53 180 1-Jun-12 $381,602.90
6316121 LAHAINA HI 96761 SFD 8.000 7.734 $1,290.13 180 1-Jun-12 $129,768.28
6316434 TUCSON AZ 85712 SFD 8.000 7.734 $3,201.43 180 1-Jul-12 $333,057.35
6318351 BLOOMFIELD MI 48302 SFD 8.250 7.984 $3,259.67 180 1-Jun-12 $333,131.36
6321690 COLORADO SPRINGS CO 80906 SFD 7.625 7.359 $3,811.25 180 1-Jun-12 $404,320.47
6321792 PLYMOUTH MA 02360 SFD 8.000 7.734 $2,102.43 180 1-Jun-12 $218,079.97
6322336 LAS FLORES CA 92688 PUD 7.500 7.234 $2,829.16 180 1-Aug-12 $304,269.28
6323447 WOODY CREEK CO 81656 SFD 8.000 7.734 $4,061.52 180 1-Jul-12 $421,025.44
6329458 MAHWAH NJ 07430 PUD 8.250 7.984 $436.56 180 1-Jun-12 $44,615.82
6331425 MORGAN HILL CA 95037 SFD 7.875 7.609 $2,196.61 180 1-Jul-12 $230,242.09
6333416 DARNESTOWN MD 20878 SFD 7.500 7.234 $2,595.63 180 1-Jun-12 $277,447.22
6334901 STATELINE NV 89449 SFD 8.250 7.984 $2,585.42 180 1-Jun-12 $264,224.73
6335445 GLEN ROCK NJ 07452 SFD 8.125 7.859 $2,387.95 180 1-Jul-12 $246,577.64
6335961 MORENO VALLEY CA 92551 SFD 8.000 7.734 $609.99 180 1-Jun-12 $63,272.93
6338329 EDEN PRAIRIE MN 55347 SFD 7.500 7.234 $2,317.53 180 1-Jul-12 $248,485.22
6338510 FREDERICKSBURG TX 78624 SFD 7.750 7.484 $3,195.63 180 1-Jun-12 $336,471.45
6340523 SOLANA BEACH CA 92075 LCO 7.750 7.484 $1,506.04 180 1-Jun-12 $158,572.70
6343108 MARION IA 52302 SFD 7.875 7.609 $2,390.09 180 1-Jul-12 $250,522.49
6343853 PARADISE VALLEY AZ 85253 SFD 8.250 7.984 $2,813.41 180 1-Jul-12 $288,355.04
6350373 WINTERS CA 95694 SFD 7.750 7.484 $1,609.58 180 1-Jul-12 $169,986.32
6353527 BUFFALO GROVE IL 60089 SFD 7.875 7.609 $2,352.16 180 1-Aug-12 $247,275.34
6355476 CASHMERE WA 98815 SFD 7.625 7.359 $2,078.44 180 1-Jun-12 $220,473.13
6358115 WEST BLOOMFIELD MI 48324 SFD 7.750 7.484 $2,409.67 180 1-Jul-12 $254,482.44
6358382 WHITE BEAR LAKE MN 55110 SFD 7.500 7.234 $2,781.04 180 1-Jul-12 $298,182.26
6360136 DENVER CO 80206 LCO 7.625 7.359 $2,287.50 180 1-Jun-12 $242,671.55
6360363 WILMINGTON NC 28409 SFD 7.750 7.484 $3,576.85 180 1-Jun-12 $376,610.16
6362906 FORT COLLINS CO 80524 SFD 7.875 7.609 $2,371.12 180 1-Jul-12 $248,534.22
6364458 GLADWYNE PA 19035 SFD 7.250 6.984 $2,699.79 180 1-Jun-12 $292,994.52
6366091 MODESTO CA 95356 SFD 7.875 7.609 $3,786.21 180 1-Jun-12 $395,677.61
6367834 VERMILION OH 44089 SFD 8.000 7.734 $2,819.17 180 1-Jul-12 $293,289.31
6370030 FAIR OAKS TX 78015 SFD 7.750 7.484 $3,718.04 180 1-Jul-12 $392,658.46
6372470 WASHINGTON DC 20007 SFD 7.875 7.609 $4,742.25 180 1-Jul-12 $497,068.41
6372919 BRECKENRIDGE CO 80424 PUD 7.750 7.484 $3,482.72 180 1-Jul-12 $367,806.66
6373976 BRAINERD MN 56401 SFD 7.750 7.484 $2,597.92 180 1-Jul-12 $274,363.89
6374447 GLENVIEW IL 60025 SFD 8.000 7.734 $2,920.47 180 1-Jul-12 $303,827.84
6378843 MIAMI BEACH FL 33139 HCO 7.875 7.609 $2,845.35 180 1-Jul-12 $298,241.05
6381361 ATLANTA GA 30305 SFD 8.000 7.734 $2,465.58 180 1-Jun-12 $255,748.32
6382348 CASTRO VALLEY CA 94552 SFD 7.875 7.609 $2,999.00 180 1-Jul-12 $314,346.06
6384716 PLEASANTON CA 94588 PUD 7.375 7.109 $4,599.62 180 1-Aug-12 $398,072.92
6388386 BOULDER CO 80304 SFD 7.750 7.484 $2,259.06 180 1-Aug-12 $239,290.94
6388935 WEST BLOOMFIELD MI 48323 SFD 7.750 7.484 $8,000.84 180 1-Aug-12 $847,488.58
6389142 STILLWATER MN 55082 SFD 7.875 7.609 $4,742.25 180 1-Jul-12 $497,068.41
6392225 RAMONA CA 92065 SFD 7.875 7.609 $2,560.81 180 1-Aug-12 $269,211.07
6392570 GREENSBORO NC 27455 PUD 7.375 7.109 $3,219.73 180 1-Jul-12 $347,856.05
6393442 PONTE VEDRA BEACH FL 32082 LCO 7.750 7.484 $3,859.23 180 1-Jul-12 $407,569.55
6397113 SCOTTSDALE AZ 85254 SFD 7.625 7.359 $1,401.19 180 1-Jul-12 $149,101.03
6399165 AUBURNDALE MA 02166 SFD 7.750 7.484 $1,647.23 180 1-Jul-12 $173,739.12
6401829 HOUSTON TX 77024 SFD 7.500 7.234 $3,915.60 180 1-Jul-12 $419,829.69
6407021 NEW CANAAN CT 06840 SFD 7.750 7.484 $3,765.10 180 1-Jul-12 $397,628.83
6407241 FLAGSTAFF AZ 86001 SFD 7.750 7.484 $2,447.32 180 1-Jul-12 $258,458.74
6407396 MINNEAPOLIS MN 55409 SFD 7.875 7.609 $2,371.12 180 1-Aug-12 $249,269.51
6408124 MINNETONKA MN 55305 SFD 7.875 7.609 $2,940.19 180 1-Jul-12 $308,182.43
6413258 PALM SPRINGS CA 92262 SFD 7.500 7.234 $2,530.74 180 1-Aug-12 $272,175.51
6413641 SEATTLE WA 98108 SFD 7.750 7.484 $640.07 180 1-Aug-12 $67,799.10
6421763 STRATHAM NH 03885 SFD 7.625 7.359 $3,082.63 180 1-Aug-12 $328,860.12
6992933 BIG PINE KEY FL 33043 SFD 7.875 7.609 $8,858.52 180 1-Oct-11 $902,974.72
6993177 GLENWOOD SPRINGS CO 81601 SFD 8.250 7.984 $5,621.96 180 1-Nov-11 $562,604.89
6993378 LONG LAKE MN 55356 SFD 8.000 7.734 $3,440.35 180 1-Oct-11 $348,166.96
6993517 ASPEN CO 81611 SFD 8.000 7.734 $7,645.22 180 1-Nov-11 $776,175.09
6993524 SCOTTSDALE AZ 85255 SFD 7.875 7.609 $4,268.02 180 1-Nov-11 $436,455.88
6994161 ENGLEWOOD CO 80111 SFD 7.625 7.359 $2,458.63 180 1-Dec-11 $255,941.53
6996212 SILVERTHORNE CO 80498 SFD 7.375 7.109 $5,059.58 180 1-Mar-12 $539,767.67
6997721 EDEN PRAIRIE MN 55347 SFD 7.500 7.234 $5,562.07 180 1-May-12 $592,683.48
6997739 CARY NC 27560 SFD 7.875 7.609 $2,488.73 180 1-May-12 $259,302.76
6997758 BURNET TX 78611 SFD 7.750 7.484 $3,765.10 180 1-May-12 $395,226.94
6997860 FOUNTAIN HILLS AZ 85268 SFD 7.875 7.609 $2,987.62 180 1-May-12 $311,281.88
6997881 HOUSTON TX 77005 SFD 8.375 8.109 $4,154.06 180 1-May-12 $420,198.38
6997882 FORT COLLINS CO 80526 SFD 7.875 7.609 $3,034.28 180 1-May-12 $316,143.82
6997900 SCOTTSDALE AZ 85255 SFD 8.125 7.859 $2,426.46 180 1-Apr-12 $248,349.85
6997982 AUSTIN TX 78703 SFD 8.000 7.734 $3,402.12 180 1-May-12 $351,843.51
6998049 CHANHASSEN MN 55317 SFD 7.750 7.484 $2,682.64 180 1-Jun-12 $282,457.60
6998066 DENVER CO 80206 SFD 8.000 7.734 $3,501.51 180 1-Jun-12 $362,099.29
6998067 VAIL CO 81657 PUD 8.500 8.234 $6,400.81 180 1-May-12 $642,736.71
6998073 SANTA ROSA CA 95401 SFD 7.750 7.484 $2,259.06 180 1-May-12 $237,136.16
6998096 ALBUQUERQUE NM 87122 SFD 7.625 7.359 $3,108.60 180 1-May-12 $328,765.70
6998105 UPLAND CA 91786 SFD 7.500 7.234 $2,641.99 180 1-Jun-12 $281,401.61
6998146 MARBLEHEAD MA 01945 SFD 7.875 7.609 $2,845.35 180 1-Apr-12 $295,559.10
6998155 RENO NV 89509 SFD 8.000 7.734 $2,042.71 180 1-May-12 $211,254.34
6998180 GREEN OAKS IL 60048 SFD 8.125 7.859 $2,965.68 180 1-May-12 $304,443.03
6998182 BRANDON MS 39042 SFD 7.750 7.484 $2,259.06 180 1-Jun-12 $237,767.52
6998190 RALEIGH NC 27615 SFD 7.500 7.234 $2,224.83 180 1-Jun-12 $237,811.89
6998191 CROSSLAKE MN 56442 SFD 7.875 7.609 $6,354.61 180 1-Jun-12 $664,088.18
6998249 ALAMEDA CA 94502 SFD 7.500 7.234 $2,410.23 180 1-May-12 $256,829.50
6998263 EDINA MN 55436 SFD 7.750 7.484 $3,388.59 180 1-Jun-12 $355,861.53
6998322 ALEXANDRIA VA 22308 SFD 6.875 6.609 $2,675.56 180 1-Jun-12 $297,113.10
6998362 MIDLAND TX 79705 SFD 7.500 7.234 $2,150.67 180 1-May-12 $228,533.63
6998366 SILVER SPRING MD 20905 PUD 7.125 6.859 $3,170.41 180 1-Apr-12 $344,473.34
6998373 LA CANADA CA 91011 SFD 7.875 7.609 $6,677.09 180 1-May-12 $695,690.28
6998387 FAR HILLS NJ 07931 SFD 7.750 7.484 $3,059.15 180 1-May-12 $321,121.87
6998411 SAN FRANCISCO CA 94112 SFD 7.875 7.609 $2,465.97 180 1-May-12 $256,931.07
6998430 ROCHESTER MN 55902 SFD 7.875 7.609 $3,115.66 180 1-Jun-12 $325,601.42
6998444 GOLDEN CO 80401 SFD 7.500 7.234 $2,271.18 180 1-Jun-12 $242,766.31
6998473 FREMONT CA 94539 SFD 7.625 7.359 $4,577.24 180 1-Jun-12 $484,975.21
6998479 MPLS MN 55403 SFD 7.625 7.359 $4,670.65 180 1-Jun-12 $495,490.76
6998481 AURORA CO 80016 SFD 7.750 7.484 $4,706.38 180 1-Jun-12 $495,539.68
6998483 WEST DES MOINES IA 50265 SFD 7.875 7.609 $2,660.32 180 1-Jun-12 $273,290.51
6998499 TACOMA WA 98407 SFD 7.875 7.609 $3,224.73 180 1-Jun-12 $336,999.96
6998502 ARCHER CITY TX 76308 SFD 8.625 8.359 $2,341.31 180 1-Jun-12 $234,050.87
6998510 ALAMEDA CA 94502 SFD 7.125 6.859 $3,170.41 180 1-Jun-12 $346,703.66
6998519 ROCHESTER MN 55902 SFD 7.750 7.484 $3,606.97 180 1-Jun-12 $379,781.60
6998521 CINCINNATI OH 45243 SFD 7.750 7.484 $2,823.83 180 1-Jun-12 $297,323.80
6998540 THOUSAND OAKS CA 91362 SFD 8.125 7.859 $3,466.38 180 1-Jun-12 $354,885.64
6998574 SAN DIEGO CA 92037 LCO 8.000 7.734 $2,154.04 180 1-Jun-12 $223,432.82
6998575 LAKE OSWEGO OR 97034 SFD 8.000 7.734 $3,297.00 180 1-Jun-12 $341,989.01
6998653 CANYON COUNTRY CA 91351 SFD 7.625 7.359 $5,754.24 180 1-Jun-12 $610,444.63
6998657 NEW MILFORD NJ 07646 SFD 8.250 7.984 $3,832.05 180 1-May-12 $390,488.04
6998710 PIEDMONT CA 94611 SFD 7.750 7.484 $3,765.10 180 1-May-12 $395,226.94
6998720 SAVANNAH GA 31411 SFD 7.250 6.984 $5,431.53 180 1-Mar-12 $583,811.76
6998761 UNION CITY CA 94587 SFD 7.875 7.609 $2,276.28 180 1-Jun-12 $237,882.33
6998788 PARK CITY UT 84060 SFD 8.125 7.859 $2,310.92 180 1-Jun-12 $237,928.28
6998803 SAN JOSE CA 95132 SFD 7.250 6.984 $2,613.98 180 1-Jul-12 $284,576.76
6998815 BELLEVUE WA 98006 SFD 7.000 6.734 $1,797.66 180 1-Aug-11 $191,503.77
6998820 STATEN ISLAND NY 10301 SFD 8.500 8.234 $6,400.81 180 1-Jun-11 $621,539.59
6998867 CEDAR CREST NM 87008 SFD 7.625 7.359 $2,802.39 180 1-Jul-12 $298,202.03
6998874 ELLICOTT CITY MD 21042 SFD 7.625 7.359 $2,354.01 180 1-Jul-12 $250,489.70
6998883 VIENNA VA 22182 PUD 7.750 7.484 $2,353.19 180 1-Aug-12 $249,261.39
6998892 CARY NC 27511 SFD 7.500 7.234 $2,518.69 180 1-Jul-12 $269,047.50
6998894 SAN JOSE CA 95132 SFD 8.000 7.734 $2,866.96 180 1-Jun-12 $297,381.74
6998896 MONTGOMERY NJ 08502 SFD 8.250 7.984 $2,619.38 180 1-Jun-12 $266,684.50
6998917 CUSHING MN 56443 SFD 7.750 7.484 $4,141.61 180 1-Jul-12 $437,391.72
6998930 SAN DIEGO CA 92130 SFD 7.375 7.109 $3,191.21 180 1-Aug-12 $345,840.78
6998940 TAOS NM 87571 SFD 7.875 7.609 $2,617.72 180 1-Jun-12 $273,564.68
6998951 WINDHAM NH 03087 SFD 7.625 7.359 $3,025.65 180 1-Jul-12 $321,958.78
$48,756,558.25
</TABLE>
COUNT: 147
WAC: 7.781147426
WAM: 176.4586757
WALTV: 68.78392103
<TABLE>
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE
- ------ ---- ----- ---- ---- --- ------- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3394484 SCOTTSDALE AZ 85259 SFD 78.70 0.250 0.016
6150117 GILBERT AZ 85233 SFD 90.00 01 0.250 0.016
6176806 NISSEQUOGUE NY 11780 SFD 42.05 0.250 0.016
6201808 WESTBOROUGH MA 01581 SFD 79.98 0.250 0.016
6259727 CHICAGO IL 60649 SFD 90.00 33 0.250 0.016
6260759 CARBONDALE CO 81623 SFD 22.73 0.250 0.016
6267580 BEDFORD NH 03110 SFD 69.98 0.250 0.016
6268178 AUSTIN TX 78734 SFD 34.67 0.250 0.016
6268988 SAN LEANDRO CA 94577 SFD 64.77 0.250 0.016
6277629 LA QUINTA CA 92253 SFD 80.00 0.250 0.016
6278137 LAKEVILLE TWNSHP IA 51360 SFD 80.00 0.250 0.016
6281664 CASTLE ROCK CO 80104 SFD 68.66 0.250 0.016
6282168 BOULDER CO 80303 SFD 80.00 0.250 0.016
6284011 HOUSTON TX 77024 SFD 70.00 0.250 0.016
6291663 LA JOLLA CA 92037 SFD 80.00 0.250 0.016
6291867 CEDAR RAPIDS IA 52403 SFD 80.00 0.250 0.016
6298483 PORTLAND OR 97212 SFD 69.64 0.250 0.016
6299632 SAN DIEGO CA 92130 SFD 79.99 0.250 0.016
6299840 LINCOLN UNIVERSIT PA 19352 SFD 61.86 0.250 0.016
6300032 MENDHAM NJ 07945 SFD 45.45 0.250 0.016
6304548 BREWSTER NY 10509 SFD 48.00 0.250 0.016
6308579 DANA POINT CA 92624 SFD 80.00 0.250 0.016
6312720 LODI CA 95242 SFD 79.58 0.250 0.016
6314325 SANTA CRUZ CA 95060 SFD 65.93 0.250 0.016
6314966 ATLANTA GA 30327 SFD 70.00 0.250 0.016
6316121 LAHAINA HI 96761 SFD 45.76 0.250 0.016
6316434 TUCSON AZ 85712 SFD 69.07 0.250 0.016
6318351 BLOOMFIELD MI 48302 SFD 80.00 0.250 0.016
6321690 COLORADO SPRINGS CO 80906 SFD 80.00 0.250 0.016
6321792 PLYMOUTH MA 02360 SFD 80.00 0.250 0.016
6322336 LAS FLORES CA 92688 PUD 79.05 0.250 0.016
6323447 WOODY CREEK CO 81656 SFD 55.92 0.250 0.016
6329458 MAHWAH NJ 07430 PUD 21.95 0.250 0.016
6331425 MORGAN HILL CA 95037 SFD 80.00 0.250 0.016
6333416 DARNESTOWN MD 20878 SFD 80.00 0.250 0.016
6334901 STATELINE NV 89449 SFD 76.14 0.250 0.016
6335445 GLEN ROCK NJ 07452 SFD 78.23 0.250 0.016
6335961 MORENO VALLEY CA 92551 SFD 55.99 0.250 0.016
6338329 EDEN PRAIRIE MN 55347 SFD 57.27 0.250 0.016
6338510 FREDERICKSBURG TX 78624 SFD 69.61 0.250 0.016
6340523 SOLANA BEACH CA 92075 LCO 50.00 0.250 0.016
6343108 MARION IA 52302 SFD 80.00 0.250 0.016
6343853 PARADISE VALLEY AZ 85253 SFD 54.72 0.250 0.016
6350373 WINTERS CA 95694 SFD 62.18 0.250 0.016
6353527 BUFFALO GROVE IL 60089 SFD 80.00 0.250 0.016
6355476 CASHMERE WA 98815 SFD 89.00 06 0.250 0.016
6358115 WEST BLOOMFIELD MI 48324 SFD 80.00 0.250 0.016
6358382 WHITE BEAR LAKE MN 55110 SFD 80.00 0.250 0.016
6360136 DENVER CO 80206 LCO 80.00 0.250 0.016
6360363 WILMINGTON NC 28409 SFD 80.00 0.250 0.016
6362906 FORT COLLINS CO 80524 SFD 65.79 0.250 0.016
6364458 GLADWYNE PA 19035 SFD 70.00 0.250 0.016
6366091 MODESTO CA 95356 SFD 80.00 0.250 0.016
6367834 VERMILION OH 44089 SFD 61.46 0.250 0.016
6370030 FAIR OAKS TX 78015 SFD 76.70 0.250 0.016
6372470 WASHINGTON DC 20007 SFD 62.50 0.250 0.016
6372919 BRECKENRIDGE CO 80424 PUD 79.71 0.250 0.016
6373976 BRAINERD MN 56401 SFD 80.00 0.250 0.016
6374447 GLENVIEW IL 60025 SFD 80.00 0.250 0.016
6378843 MIAMI BEACH FL 33139 HCO 49.18 0.250 0.016
6381361 ATLANTA GA 30305 SFD 57.33 0.250 0.016
6382348 CASTRO VALLEY CA 94552 SFD 79.97 0.250 0.016
6384716 PLEASANTON CA 94588 PUD 69.83 0.250 0.016
6388386 BOULDER CO 80304 SFD 60.00 0.250 0.016
6388935 WEST BLOOMFIELD MI 48323 SFD 42.50 0.250 0.016
6389142 STILLWATER MN 55082 SFD 74.63 0.250 0.016
6392225 RAMONA CA 92065 SFD 54.00 0.250 0.016
6392570 GREENSBORO NC 27455 PUD 64.52 0.250 0.016
6393442 PONTE VEDRA BEACH FL 32082 LCO 53.59 0.250 0.016
6397113 SCOTTSDALE AZ 85254 SFD 32.61 0.250 0.016
6399165 AUBURNDALE MA 02166 SFD 41.47 0.250 0.016
6401829 HOUSTON TX 77024 SFD 73.46 0.250 0.016
6407021 NEW CANAAN CT 06840 SFD 64.52 0.250 0.016
6407241 FLAGSTAFF AZ 86001 SFD 80.00 0.250 0.016
6407396 MINNEAPOLIS MN 55409 SFD 41.67 0.250 0.016
6408124 MINNETONKA MN 55305 SFD 67.52 0.250 0.016
6413258 PALM SPRINGS CA 92262 SFD 70.00 0.250 0.016
6413641 SEATTLE WA 98108 SFD 57.63 0.250 0.016
6421763 STRATHAM NH 03885 SFD 60.00 0.250 0.016
6992933 BIG PINE KEY FL 33043 SFD 58.38 0.250 0.016
6993177 GLENWOOD SPRINGS CO 81601 SFD 74.58 0.250 0.016
6993378 LONG LAKE MN 55356 SFD 75.00 0.250 0.016
6993517 ASPEN CO 81611 SFD 57.14 0.250 0.016
6993524 SCOTTSDALE AZ 85255 SFD 59.29 0.250 0.016
6994161 ENGLEWOOD CO 80111 SFD 80.00 0.250 0.016
6996212 SILVERTHORNE CO 80498 SFD 56.12 0.250 0.016
6997721 EDEN PRAIRIE MN 55347 SFD 80.00 0.250 0.016
6997739 CARY NC 27560 SFD 79.52 0.250 0.016
6997758 BURNET TX 78611 SFD 88.89 33 0.250 0.016
6997860 FOUNTAIN HILLS AZ 85268 SFD 90.00 11 0.250 0.016
6997881 HOUSTON TX 77005 SFD 74.56 0.250 0.016
6997882 FORT COLLINS CO 80526 SFD 80.00 0.250 0.016
6997900 SCOTTSDALE AZ 85255 SFD 75.22 0.250 0.016
6997982 AUSTIN TX 78703 SFD 80.00 0.250 0.016
6998049 CHANHASSEN MN 55317 SFD 71.25 0.250 0.016
6998066 DENVER CO 80206 SFD 80.00 0.250 0.016
6998067 VAIL CO 81657 PUD 55.32 0.250 0.016
6998073 SANTA ROSA CA 95401 SFD 72.18 0.250 0.016
6998096 ALBUQUERQUE NM 87122 SFD 78.30 0.250 0.016
6998105 UPLAND CA 91786 SFD 40.83 0.250 0.016
6998146 MARBLEHEAD MA 01945 SFD 74.44 0.250 0.016
6998155 RENO NV 89509 SFD 75.00 0.250 0.016
6998180 GREEN OAKS IL 60048 SFD 80.00 0.250 0.016
6998182 BRANDON MS 39042 SFD 80.00 0.250 0.016
6998190 RALEIGH NC 27615 SFD 80.00 0.250 0.016
6998191 CROSSLAKE MN 56442 SFD 73.63 0.250 0.016
6998249 ALAMEDA CA 94502 SFD 73.69 0.250 0.016
6998263 EDINA MN 55436 SFD 59.02 0.250 0.016
6998322 ALEXANDRIA VA 22308 SFD 65.93 0.250 0.016
6998362 MIDLAND TX 79705 SFD 80.00 0.250 0.016
6998366 SILVER SPRING MD 20905 PUD 69.33 0.250 0.016
6998373 LA CANADA CA 91011 SFD 50.29 0.250 0.016
6998387 FAR HILLS NJ 07931 SFD 37.14 0.250 0.016
6998411 SAN FRANCISCO CA 94112 SFD 80.00 0.250 0.016
6998430 ROCHESTER MN 55902 SFD 90.00 06 0.250 0.016
6998444 GOLDEN CO 80401 SFD 74.81 0.250 0.016
6998473 FREMONT CA 94539 SFD 69.11 0.250 0.016
6998479 MPLS MN 55403 SFD 78.25 0.250 0.016
6998481 AURORA CO 80016 SFD 75.76 0.250 0.016
6998483 WEST DES MOINES IA 50265 SFD 40.07 0.250 0.016
6998499 TACOMA WA 98407 SFD 80.00 0.250 0.016
6998502 ARCHER CITY TX 76308 SFD 80.00 0.250 0.016
6998510 ALAMEDA CA 94502 SFD 53.27 0.250 0.016
6998519 ROCHESTER MN 55902 SFD 80.00 0.250 0.016
6998521 CINCINNATI OH 45243 SFD 50.42 0.250 0.016
6998540 THOUSAND OAKS CA 91362 SFD 48.98 0.250 0.016
6998574 SAN DIEGO CA 92037 LCO 70.00 0.250 0.016
6998575 LAKE OSWEGO OR 97034 SFD 74.84 0.250 0.016
6998653 CANYON COUNTRY CA 91351 SFD 80.00 0.250 0.016
6998657 NEW MILFORD NJ 07646 SFD 78.22 0.250 0.016
6998710 PIEDMONT CA 94611 SFD 41.67 0.250 0.016
6998720 SAVANNAH GA 31411 SFD 70.00 0.250 0.016
6998761 UNION CITY CA 94587 SFD 69.16 0.250 0.016
6998788 PARK CITY UT 84060 SFD 80.00 0.250 0.016
6998803 SAN JOSE CA 95132 SFD 72.26 0.250 0.016
6998815 BELLEVUE WA 98006 SFD 40.94 0.250 0.016
6998820 STATEN ISLAND NY 10301 SFD 69.89 0.250 0.016
6998867 CEDAR CREST NM 87008 SFD 50.00 0.250 0.016
6998874 ELLICOTT CITY MD 21042 SFD 80.00 0.250 0.016
6998883 VIENNA VA 22182 PUD 45.35 0.250 0.016
6998892 CARY NC 27511 SFD 49.70 0.250 0.016
6998894 SAN JOSE CA 95132 SFD 80.00 0.250 0.016
6998896 MONTGOMERY NJ 08502 SFD 60.21 0.250 0.016
6998917 CUSHING MN 56443 SFD 79.28 0.250 0.016
6998930 SAN DIEGO CA 92130 SFD 79.99 0.250 0.016
6998940 TAOS NM 87571 SFD 80.00 0.250 0.016
6998951 WINDHAM NH 03087 SFD 90.00 12 0.250 0.016
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by
Norwest Mortgage in Frederick, Maryland]
NASCOR
NMI / 1997-15 Exhibit F-2
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
<TABLE>
<CAPTION>
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4505819 ESKO MN 55733 SFD 5.125 4.859 $637.86 180 1-May-11 $75,106.05
4506243 TAKOMA PARK MD 20912 SFD 5.625 5.359 $723.24 180 1-Jun-11 $82,968.26
4507250 ROSWELL GA 30075 SFD 5.625 5.359 $1,705.13 180 1-May-11 $193,049.68
4511199 BELLEVUE WA 98006 SFD 7.250 6.984 $4,703.07 180 1-Jul-12 $512,009.59
4545629 FAIRFAX STATION VA 22039 SFD 7.750 7.484 $2,111.88 180 1-Nov-11 $217,538.31
4549574 KENSINGTON MD 20895 SFD 7.875 7.609 $1,147.63 180 1-Jul-12 $120,232.79
4554008 SPARKS NV 89436 SFD 7.250 6.984 $2,380.75 180 1-Jul-12 $258,884.79
4565149 EDMOND OK 73034 SFD 7.125 6.859 $2,116.48 180 1-Sep-12 $233,650.00
4565658 OMAHA NE 68118 SFD 7.375 7.109 $2,115.83 180 1-Jun-12 $227,760.88
4566260 KETCHUM ID 83340 SFD 7.500 7.234 $2,873.74 180 1-Sep-12 $310,000.00
4567937 CINCINNATI OH 45208 SFD 7.750 7.484 $3,176.81 180 1-Feb-12 $328,781.55
4568781 WESTHAMPTON NY 11977 LCO 7.875 7.609 $2,039.17 180 1-Apr-12 $211,817.33
4569113 WOODSTOCK GA 30189 SFD 6.875 6.609 $2,148.48 180 1-Sep-12 $240,900.00
4569922 SUGAR LAND TX 77479 SFD 7.875 7.609 $2,646.18 180 1-Aug-12 $278,184.76
4571078 ALEXANDRIA KY 41001 SFD 6.125 5.859 $850.63 180 1-Jun-12 $98,974.14
4571207 WALNUT CREEK CA 94598 SFD 7.375 7.109 $2,207.82 180 1-Jul-12 $238,229.86
4572878 FAIRFAX VA 22033 SFD 7.625 7.359 $2,335.33 180 1-Aug-12 $249,253.21
4576248 MORRIS PLAINS NJ 07950 SFD 7.500 7.234 $2,132.13 180 1-Jul-12 $228,606.40
4577175 BROOKLYN NY 11234 SFD 7.750 7.484 $2,075.52 180 1-Jul-12 $219,192.88
4577728 SAN MATEO CA 94402 HCO 7.500 7.234 $3,485.57 180 1-Jul-12 $373,721.76
4578392 FRISCO TX 75034 SFD 7.750 7.484 $2,259.07 180 1-Apr-12 $236,408.55
4579182 CARY NC 27513 SFD 7.000 6.734 $2,247.08 180 1-Aug-12 $249,211.25
4579417 WEST BLOOMFIELD MI 48322 SFD 7.750 7.484 $3,915.71 180 1-Jul-12 $413,533.98
4579456 GRANADA HILLS CA 91344 LCO 8.250 7.984 $403.58 180 1-Apr-12 $41,003.96
4579768 RICHMOND VA 23233 SFD 7.125 6.859 $2,073.91 180 1-Jun-12 $226,510.36
4580512 ATLANTA GA 30327 SFD 7.750 7.484 $2,823.83 180 1-May-12 $296,420.19
4581331 ENGLEWOOD CO 80111 SFD 7.000 6.734 $2,696.49 180 1-Jun-12 $297,143.94
4581654 ATLANTA GA 30327 SFD 7.125 6.859 $3,985.66 180 1-Jul-12 $437,245.53
4582694 LAGUNA NIGUEL CA 92677 SFD 7.500 7.234 $2,284.63 180 1-May-12 $243,444.70
4582874 DALLAS TX 75240 SFD 7.625 7.359 $2,254.06 180 1-Jul-12 $239,853.82
4582924 MOUNTAIN LAKES NJ 07046 SFD 7.375 7.109 $2,391.81 180 1-Jul-12 $258,407.34
4583237 BARDONIA NY 10954 SFD 8.125 7.859 $2,041.31 180 1-Jul-12 $210,784.11
4584379 CARMEL IN 46032 SFD 6.750 6.484 $3,229.92 180 1-Aug-12 $363,823.21
4584716 ALPHARETTA GA 30202 SFD 7.250 6.984 $2,282.16 180 1-Jul-12 $248,451.85
4585619 HOUSTON TX 77069 SFD 7.250 6.984 $2,373.45 180 1-Jun-12 $257,497.43
4585670 SOUTHOLD NY 11971 SFD 8.375 8.109 $836.68 180 1-Jun-12 $84,877.20
4585909 SONOMA CA 95476 PUD 8.150 7.884 $1,578.62 180 1-Feb-12 $159,443.33
4586108 BROOKLYN NY 11230 SFD 8.125 7.859 $2,542.01 180 1-May-12 $260,951.17
4586239 FRESNO CA 93720 SFD 7.625 7.359 $2,390.91 180 1-Jun-12 $253,641.71
4586538 HERNDON VA 22071 SFD 7.500 7.234 $3,237.13 180 1-Aug-12 $348,145.37
4586775 CINCINNATI OH 45242 SFD 8.375 8.109 $3,401.45 180 1-Jun-12 $344,961.16
4586790 HATTIESBURG MS 39402 SFD 8.000 7.734 $2,591.73 180 1-Jun-12 $268,728.74
4586948 HOUSTON TX 77082 SFD 7.700 7.434 $234.61 180 1-Dec-11 $24,314.87
4587334 BIRMINGHAM AL 35244 SFD 7.625 7.359 $2,727.66 180 1-Jul-12 $290,249.97
4587795 RIDGWAY CO 81432 SFD 7.750 7.484 $2,823.83 180 1-Jul-12 $278,124.74
4589443 LOS ANGELES CA 90049 LCO 7.375 7.109 $5,059.58 180 1-Jun-12 $544,930.86
4589514 SEASIDE OR 97138 SFD 8.000 7.734 $2,756.11 180 1-Jul-12 $286,727.56
4589556 PORT JEFFERSON NY 11777 LCO 8.125 7.859 $1,201.20 180 1-Jul-12 $124,034.52
4589577 PENN VALLEY PA 19072 SFD 6.750 6.484 $4,424.55 180 1-Aug-12 $497,812.50
4589898 PALMETTO FL 34221 HCO 7.350 7.084 $642.96 180 1-Mar-12 $68,404.42
4589919 HOUSTON TX 77056 SFD 7.700 7.434 $2,242.81 180 1-Mar-12 $234,675.78
4589937 PROVIDENCE RI 02906 SFD 7.250 6.984 $2,738.59 180 1-Aug-12 $299,073.91
4589976 WOODSTOCK GA 30189 SFD 7.125 6.859 $2,264.58 180 1-Jul-12 $248,434.96
4590018 BERNARDS TWNSHP NJ 07931 SFD 7.500 7.234 $5,005.87 180 1-Jul-12 $536,728.07
4590331 WHEATON IL 60187 SFD 7.125 6.859 $2,491.04 180 1-Jul-12 $273,278.45
4590332 CINCINNATI OH 45201 SFD 7.250 6.984 $3,925.32 180 1-Jul-12 $427,337.18
4590441 SCARSDALE NY 10583 SFD 8.000 7.734 $2,790.51 180 1-Aug-12 $290,823.61
4590657 BELLPORT NY 11713 SFD 8.125 7.859 $2,888.65 180 1-Jul-12 $298,279.39
4590695 ALEXANDRIA VA 22307 SFD 7.625 7.359 $2,354.01 180 1-Jun-12 $249,727.34
4590848 GARDEN CITY SOUTH NY 11530 SFD 8.250 7.984 $2,091.87 180 1-Aug-12 $215,015.55
4590863 BROOKLINE MA 02146 SFD 7.750 7.484 $2,880.30 180 1-Jul-12 $304,186.06
4591488 DALLAS TX 75219 SFD 7.250 6.984 $2,209.13 180 1-Jan-12 $235,895.20
4591595 ATLANTA GA 30328 SFD 7.875 7.609 $5,809.26 180 1-Jun-12 $607,095.50
4591659 MAMARONECK NY 10543 SFD 7.875 7.609 $3,793.80 180 1-Jun-12 $396,470.54
4591720 BAYSIDE NY 11361 SFD 7.875 7.609 $1,678.76 180 1-Jul-12 $175,962.21
4592054 MONTAUK NY 11954 LCO 8.375 8.109 $894.34 180 1-Jul-12 $90,986.72
4592165 FAIRPORT NY 14450 SFD 7.625 7.359 $3,250.78 180 1-Jul-12 $345,914.33
4592255 SEWICKLEY PA 15143 SFD 7.125 6.859 $1,947.54 180 1-Jul-12 $213,654.06
4593335 EUGENE OR 97408 SFD 7.500 7.234 $3,059.14 180 1-Aug-12 $329,003.36
4593656 KNOXVILLE TN 37922 SFD 8.000 7.734 $2,245.78 180 1-Jun-12 $232,949.05
4594762 SIMSBURY CT 06070 SFD 7.500 7.234 $4,635.07 180 1-Jul-12 $496,970.42
4594927 PARK CITY UT 84060 LCO 7.875 7.609 $2,845.35 180 1-Apr-12 $295,559.10
4595406 YARDLEY PA 19067 SFD 7.375 7.109 $1,986.12 180 1-Jul-12 $214,577.48
4595874 NEWPORT COAST CA 92657 LCO 7.250 6.984 $2,694.78 180 1-Sep-12 $295,200.00
4596217 SAYREVILLE NJ 08872 SFD 7.625 7.359 $700.60 180 1-Jun-12 $74,323.61
4596306 SAN RAFAEL CA 94901 SFD 7.300 7.034 $4,807.34 180 1-Apr-12 $514,805.78
4596329 BOCA RATON FL 33431 PUD 7.800 7.534 $811.97 180 1-Apr-12 $84,361.31
4596420 BRIDGEWATER NJ 08807 LCO 7.375 7.109 $1,379.89 180 1-Jul-12 $149,081.16
4596471 DUNN LORING VA 22027 SFD 7.125 6.859 $2,717.49 180 1-Jul-12 $297,998.67
4596492 FOLSOM CA 95630 SFD 7.750 7.484 $2,353.19 180 1-Jun-12 $247,769.83
4596495 ORANGEVALE CA 95662 SFD 7.875 7.609 $3,049.27 180 1-Jun-12 $318,663.18
4596561 VICTOR NY 14564 SFD 7.250 6.984 $3,122.00 180 1-Jul-12 $339,882.12
4596617 LITTLE ROCK AR 72205 SFD 8.000 7.734 $2,522.92 180 1-Jun-12 $261,695.92
4596812 UNION NJ 07083 SFD 8.250 7.984 $1,622.56 180 1-Aug-12 $166,777.28
4597047 AURORA CO 80016 SFD 7.750 7.484 $2,588.51 180 1-Jun-12 $271,892.33
4597113 WESTON CT 06883 SFD 7.125 6.859 $2,491.04 180 1-Jul-12 $272,775.48
4597149 WESTON FL 33326 SFD 7.625 7.359 $2,335.33 180 1-Jul-12 $248,501.68
4597152 NAPLES FL 34102 SFD 7.850 7.584 $2,591.98 180 1-Apr-12 $269,639.58
4597166 DEERFIELD BEACH FL 33442 PUD 7.650 7.384 $842.01 180 1-Apr-12 $88,641.49
4597176 BOCA RATON FL 33496 SFD 7.750 7.484 $3,388.60 180 1-Apr-12 $354,612.87
4597240 DELRAY BEACH FL 33483 SFD 7.950 7.684 $2,827.82 180 1-Apr-12 $292,176.54
4597669 LOS ANGELES CA 90025 SFD 7.875 7.609 $2,333.19 180 1-Jun-12 $243,829.38
4597861 PLANO TX 75093 SFD 7.250 6.984 $4,336.10 180 1-Jul-12 $472,058.52
4598044 WASHINGTON DC 20016 SFD 7.000 6.734 $2,696.49 180 1-Jul-12 $298,101.50
4598081 JERICHO NY 11753 SFD 8.250 7.984 $2,619.38 180 1-Aug-12 $269,236.87
4598089 VIRGINIA BEACH VA 23454 SFD 7.875 7.609 $2,983.35 180 1-Jul-12 $312,705.73
4598159 NORTH MANKATO MN 56003 SFD 7.125 6.859 $2,341.13 180 1-Jul-12 $255,826.11
4598473 JONESBORO AR 72401 SFD 7.750 7.484 $2,400.25 180 1-Jul-12 $253,488.38
4598503 MATAIRIE LA 70005 SFD 8.000 7.734 $2,211.38 180 1-Jun-12 $229,380.46
4598574 COLORADO SPRINGS CO 80906 SFD 8.000 7.734 $2,628.05 180 1-Jun-12 $272,599.93
4598585 VIRGINIA BEACH VA 23454 SFD 7.875 7.609 $2,371.12 180 1-Jun-12 $247,794.11
4598633 SCARSDALE NY 10583 THS 7.875 7.609 $1,636.08 180 1-Jul-12 $171,271.55
4598775 HOUSTON TX 77094 SFD 7.125 6.859 $2,491.04 180 1-Jul-12 $273,103.41
4599015 PLAINVIEW NY 11803 SFD 7.875 7.609 $844.13 180 1-Jul-12 $88,478.16
4599085 CORPUS CHRISTI TX 78413 SFD 8.000 7.734 $1,720.17 180 1-Jun-12 $178,429.06
4599414 SACRAMENTO CA 95816 SFD 7.875 7.609 $3,793.80 180 1-Jul-12 $397,654.73
4599449 KEY WEST FL 33040 SFD 8.500 8.234 $2,481.54 180 1-Jul-12 $250,601.99
4599794 NEW YORK NY 10023 HCO 7.750 7.484 $6,617.17 180 1-Jul-12 $698,832.66
4599949 EAST ORLEANS MA 02643 SFD 8.375 8.109 $2,514.92 180 1-Jun-12 $255,127.36
4600100 HINGHAM MA 02043 SFD 8.000 7.734 $2,446.47 180 1-Jul-12 $254,515.46
4600490 SCOTTSDALE AZ 85255 SFD 7.750 7.484 $5,647.65 180 1-Jun-12 $594,647.63
4600597 REDMOND WA 98052 SFD 7.625 7.359 $2,967.73 180 1-Jun-12 $314,740.09
4600728 HO HO KUS NJ 07423 SFD 7.000 6.734 $2,247.08 180 1-Aug-12 $249,211.25
4600760 LUTZ FL 33549 SFD 7.500 7.234 $2,132.13 180 1-Jul-12 $228,606.40
4600831 SCOTCH PLAINS NJ 07076 SFD 7.500 7.234 $2,159.94 180 1-Jul-12 $231,588.22
4600875 ORADELL NJ 07649 SFD 7.750 7.484 $2,023.75 180 1-Aug-12 $214,364.79
4601042 BRENTWOOD TN 37027 SFD 7.750 7.484 $2,588.51 180 1-Jun-12 $272,546.82
4601179 OSSINING NY 10562 SFD 8.125 7.859 $2,310.92 180 1-Aug-12 $239,314.08
4601268 FLORA MS 39071 SFD 7.875 7.609 $6,062.97 180 1-Jul-12 $635,501.96
4601281 TONKA BAY MN 55331 SFD 7.875 7.609 $4,742.25 180 1-Jul-12 $497,068.41
4601341 LIBERTYVILLE IL 60048 SFD 7.125 6.859 $2,717.50 180 1-Aug-12 $299,063.75
4601442 ENGLEWOOD NJ 07632 SFD 8.000 7.734 $1,651.37 180 1-Aug-12 $172,300.63
4601596 LONG BEACH NY 11561 SFD 7.875 7.609 $1,232.99 180 1-Aug-12 $129,620.14
4601731 ESSEX FELLS NJ 07021 SFD 7.000 6.734 $3,012.88 180 1-Sep-12 $335,200.00
4601782 RICHFIELD OH 44286 SFD 7.750 7.484 $2,857.72 180 1-Jul-12 $301,800.27
4601786 PORTLAND OR 97229 SFD 8.125 7.859 $2,903.09 180 1-Jul-12 $299,770.79
4602182 ROCHESTER MN 55901 SFD 7.250 6.984 $2,005.11 180 1-Aug-12 $218,971.94
4602196 STRATHAM NH 03885 SFD 7.750 7.484 $3,300.30 120 1-Jul-07 $271,204.76
4602270 FRANKLIN TN 37064 SFD 8.125 7.859 $3,071.60 180 1-Jul-12 $317,170.42
4602321 KATY TX 77450 SFD 7.375 7.109 $2,188.96 180 1-Jul-12 $236,492.42
4602396 ATLANTA GA 30327 SFD 7.375 7.109 $2,115.83 180 1-Jul-12 $228,591.11
4602411 CORDELE GA 31015 SFD 7.750 7.484 $2,710.88 180 1-Jul-12 $286,292.74
4602423 WILLIAMSBURG VA 23185 SFD 7.750 7.484 $4,235.74 180 1-Aug-12 $448,670.51
4602863 REHOBOTH DE 19971 SFD 7.625 7.359 $2,428.74 180 1-Jul-12 $258,441.75
4603006 HATTERAS NC 27943 SFD 7.875 7.609 $3,793.80 180 1-Jul-12 $397,654.73
4603439 WESTERVILLE OH 43082 SFD 7.750 7.484 $2,549.92 180 1-Jun-12 $268,483.39
4603461 CORDELE GA 31015 SFD 7.750 7.484 $2,823.83 180 1-Aug-12 $299,113.67
4603692 NOVI MI 48167 SFD 7.375 7.109 $2,483.79 180 1-Jun-12 $267,511.52
4603710 NAPLES FL 34119 SFD 7.875 7.609 $2,185.23 180 1-Jun-12 $228,367.02
4603763 BAKERSFIELD CA 93309 SFD 7.875 7.609 $3,129.88 180 1-Jul-12 $328,065.16
4603773 MORGAN HILL CA 95037 SFD 7.500 7.234 $2,549.29 180 1-Jul-12 $273,333.73
4603777 SANTA ROSA CA 95404 SFD 7.300 7.034 $732.55 180 1-May-12 $78,890.01
4603780 BURBANK CA 91505 SFD 7.750 7.484 $1,317.79 180 1-May-12 $138,329.42
4603790 CENTEREACH NY 11720 SFD 8.200 7.934 $386.90 180 1-May-12 $39,541.06
4603801 SHORE ACRES TX 77571 SFD 8.100 7.834 $907.60 180 1-May-12 $93,105.36
4603811 SYOSSET NY 11791 SFD 7.850 7.584 $2,225.49 180 1-May-12 $230,904.32
4603821 NAPLES FL 33963 LCO 8.200 7.934 $1,083.31 180 1-May-12 $110,715.00
4603843 TEMPLE CITY CA 91780 SFD 8.050 7.784 $1,437.82 180 1-May-12 $148,256.27
4603986 SAN JOSE CA 95125 SFD 7.750 7.484 $2,353.19 180 1-Jul-12 $248,518.01
4604056 OAK RIDGE TN 37830 SFD 7.750 7.484 $3,049.73 180 1-Sep-12 $324,000.00
4604094 PALOS VERDES ESTAT CA 90274 SFD 7.125 6.859 $2,491.04 180 1-Jul-12 $273,278.45
4604102 COLD SPRING HARBOR 1NY 11724 SFD 7.875 7.609 $3,755.87 180 1-Aug-12 $394,842.88
4604305 PLANO TX 75093 SFD 8.000 7.734 $3,182.33 180 1-Jul-12 $331,068.92
4604358 PLYMOUTH MN 55446 SFD 7.125 6.859 $2,264.58 180 1-Aug-12 $249,219.80
4604409 SYOSSET NY 11791 SFD 7.750 7.484 $1,788.42 180 1-Sep-12 $190,000.00
4604424 BETHESDA MD 20816 SFD 7.625 7.359 $2,335.33 180 1-Aug-12 $249,253.21
4604481 PHOENIXVILLE PA 19460 SFD 7.125 6.859 $2,400.46 180 1-Jul-12 $263,140.51
4604809 CHAGRIN FALLS OH 44023 SFD 7.125 6.859 $2,835.26 180 1-Aug-12 $312,023.18
4604816 MOORPARK CA 93021 SFD 7.500 7.234 $2,127.50 180 1-Aug-12 $228,806.88
4604987 MORRIS TOWNSHIP NJ 07960 SFD 7.250 6.984 $2,088.18 180 1-Jul-12 $227,333.45
4605029 CHATSWORTH CA 91311 SFD 7.750 7.484 $2,183.39 180 1-Jul-12 $230,584.94
4605204 STATEN ISLAND NY 10312 SFD 8.375 8.109 $2,486.57 180 1-Jul-12 $252,972.90
4605245 UPPER MAKEFIELD PA 18940 SFD 7.875 7.609 $2,750.51 180 1-Jul-12 $288,299.67
4605257 EDMOND OK 73034 SFD 7.500 7.234 $2,572.46 180 1-Aug-12 $276,661.92
4605540 CHESTERFIELD MO 63017 SFD 8.250 7.984 $1,410.10 180 1-Jul-12 $144,525.54
4605582 NEW YORK NY 10007 SFD 7.875 7.609 $4,742.25 180 1-Aug-12 $498,539.00
4605772 MORAGA CA 94556 SFD 7.625 7.359 $2,568.86 180 1-Jul-12 $273,351.86
4606035 UNION NJ 07083 SFD 8.125 7.859 $1,058.21 180 1-Aug-12 $109,585.90
4606060 AUSTIN TX 78730 SFD 8.000 7.734 $3,583.70 180 1-Jun-12 $371,727.18
4606219 SAN JOSE CA 95148 SFD 8.125 7.859 $1,660.01 180 1-Jun-12 $170,911.82
4606261 COLUMBUS OH 43220 SFD 7.750 7.484 $2,108.46 180 1-Jul-12 $220,665.68
4606274 ATLANTIC BEACH NY 11509 SFD 7.625 7.359 $3,852.36 180 1-Aug-12 $411,168.10
4606704 DALLAS TX 75248 SFD 7.750 7.484 $2,399.32 180 1-Jun-12 $252,524.16
4606821 MARINA DEL REY CA 90292 LCO 7.375 7.109 $2,621.79 180 1-Jul-12 $283,254.19
4606980 WOODSTOCK GA 30189 SFD 7.500 7.234 $2,781.04 180 1-Jul-12 $298,182.26
4607018 SCOTTSDALE AZ 85259 SFD 7.250 6.984 $3,249.80 180 1-Aug-12 $354,901.03
4607134 ALPHARETTA GA 30202 SFD 7.250 6.984 $3,423.24 180 1-Jul-12 $372,677.78
4607188 CLIVE IA 50325 SFD 7.375 7.109 $2,722.98 180 1-Jul-12 $294,186.82
4607322 MARIETTA GA 30067 SFD 7.375 7.109 $2,483.80 180 1-Jul-12 $267,826.71
4607384 BATESVILLE IN 47006 SFD 8.000 7.734 $2,251.52 180 1-Jul-12 $234,233.76
4607752 MOULTONBOROUGH NH 03254 SFD 8.000 7.734 $4,481.69 170 1-Oct-11 $453,551.64
4607890 LEAWOOD KS 66213 SFD 7.000 6.734 $4,179.56 180 1-Aug-12 $463,532.94
4608073 GRANTS PASS OR 97526 SFD 7.750 7.484 $2,703.34 180 1-Aug-12 $286,351.49
4608177 COLLEYVILLE TX 76034 SFD 7.500 7.234 $2,549.29 180 1-Jul-12 $273,333.73
4608276 UPPER MONTCLAIR NJ 07043 SFD 6.875 6.609 $2,006.68 180 1-Aug-12 $224,282.38
4608305 DUBLIN OH 43016 SFD 7.250 6.984 $3,195.03 180 1-Aug-12 $348,919.56
4608334 OVERLAND PARK KS 66221 SFD 7.250 6.984 $2,282.16 180 1-Aug-12 $249,228.26
4608355 GREER SC 29651 SFD 7.500 7.234 $2,039.43 180 1-Aug-12 $219,335.57
4608514 WAYNE TOWNSHIP NJ 07470 SFD 8.000 7.734 $3,344.79 180 1-Aug-12 $348,988.54
4608749 MOUNT VERNON WA 98273 SFD 7.500 7.234 $2,317.53 180 1-Jul-12 $248,207.64
4608928 SURING WI 54174 SFD 8.125 7.859 $674.02 180 1-Jul-12 $69,598.52
4608939 SPRING TX 77379 SFD 7.950 7.684 $1,000.41 180 1-Jun-12 $104,079.58
4608946 CHATSWORTH CA 91311 SFD 7.750 7.484 $1,176.60 180 1-Jun-12 $123,205.53
4609089 ROGERS AR 72758 SFD 7.375 7.109 $2,097.43 180 1-Jun-12 $225,898.60
4609240 ROSWELL GA 30075 SFD 7.375 7.109 $2,299.81 180 1-Jul-12 $248,468.61
4609322 MEDFORD OR 97501 SFD 7.625 7.359 $2,101.80 180 1-Jul-12 $223,651.51
4609354 CARMEL IN 46032 SFD 7.875 7.609 $2,835.87 180 1-Jul-12 $297,246.90
4609362 STAMFORD CT 06903 SFD 7.250 6.984 $2,282.16 180 1-Aug-12 $249,228.26
4609628 HAMMOND IN 46323 SFD 8.500 8.234 $413.60 180 1-Jul-12 $41,766.98
4609724 SAN JOSE CA 95136 SFD 8.250 7.984 $2,741.62 180 1-Jul-12 $280,997.02
4609826 SALINAS CA 93908 SFD 7.500 7.234 $2,910.82 180 1-Jul-12 $312,097.43
4609924 WHITTIER CA 90603 SFD 7.875 7.609 $3,338.54 180 1-Jul-12 $349,936.17
4609998 LAS VEGAS NV 89134 SFD 8.500 8.234 $2,166.43 180 1-Jun-12 $218,162.76
4610257 ANAHEIM CA 92807 PUD 7.375 7.109 $2,690.78 180 1-Aug-12 $291,606.88
4610270 MARSHALL VA 20115 SFD 7.625 7.359 $4,670.65 180 1-Jul-12 $497,003.38
4610276 AFTON OK 74331 SFD 7.875 7.609 $2,845.35 180 1-Jul-12 $298,241.05
4610362 ALPHARETTA GA 30005 SFD 7.250 6.984 $2,738.59 180 1-Sep-12 $300,000.00
4610367 HOLLIS NH 03049 SFD 7.250 6.984 $2,074.03 180 1-Jul-12 $225,793.04
4610373 NASHVILLE TN 37215 SFD 7.625 7.359 $2,129.82 180 1-Jul-12 $226,633.53
4610476 WASHINGTON DC 20007 THS 8.125 7.859 $2,277.22 180 1-Jul-12 $235,143.60
4610562 PALOS VERDES ESTAT CA 90274 SFD 7.625 7.359 $5,604.78 180 1-Jun-12 $594,588.92
4610583 SANTA BARBARA CA 93103 SFD 7.250 6.984 $3,377.60 180 1-Jul-12 $367,708.74
4611077 BRYN MAWR PA 19010 SFD 6.875 6.609 $4,459.28 180 1-Aug-12 $498,405.30
4611118 SOLON OH 44139 SFD 6.750 6.484 $2,079.54 180 1-Sep-12 $235,000.00
4611145 CINCINNATI OH 45237 SFD 7.000 6.734 $2,067.31 180 1-Sep-12 $230,000.00
4611222 ALHAMBRA CA 91801 LCO 7.875 7.609 $1,005.36 180 1-Jul-12 $105,378.50
4611242 MATTITUCK NY 11952 SFD 7.875 7.609 $948.45 180 1-Aug-12 $99,707.80
4611258 SOUTHAMPTON NY 11968 SFD 8.000 7.734 $2,198.00 180 1-Jul-12 $228,666.24
4611285 CARY NC 27511 SFD 7.250 6.984 $2,464.73 180 1-Jul-12 $268,328.00
4611595 SAN FRANCISCO CA 94131 SFD 7.625 7.359 $2,005.58 180 1-Jul-12 $213,312.61
4611659 MERCER ISLAND WA 98040 SFD 7.625 7.359 $2,988.75 180 1-Jul-12 $318,032.46
4611811 LIMA OH 45805 SFD 8.000 7.734 $2,121.55 180 1-Jun-12 $220,062.49
4611883 COPPELL TX 75019 SFD 7.375 7.109 $2,224.84 180 1-Aug-12 $241,111.53
4611887 WHEELING WV 26003 SFD 7.625 7.359 $4,297.00 180 1-Sep-12 $460,000.00
4611949 LITTLE ROCK AR 72205 SFD 7.750 7.484 $2,408.72 180 1-Aug-12 $255,143.97
4612585 ISLAMORADA FL 33036 SFD 7.500 7.234 $2,271.19 180 1-Aug-12 $244,260.06
4612863 DEFIANCE MO 63341 SFD 8.000 7.734 $2,286.10 180 1-Jul-12 $237,830.77
4612964 SANTA ROSA CA 95409 SFD 7.375 7.109 $3,725.69 180 1-Sep-12 $405,000.00
4613173 FORT WORTH TX 76107 SFD 7.625 7.359 $2,143.83 180 1-Aug-12 $228,814.45
4613398 PLEASANT VIEW UT 84414 SFD 7.500 7.234 $4,082.10 180 1-Jul-12 $437,681.87
4613572 NEW ORLEANS LA 70127 SFD 7.625 7.359 $2,101.80 180 1-Aug-12 $224,327.89
4613773 BLOOMFIELD HILLS MI 48301 SFD 7.000 6.734 $5,392.97 180 1-Sep-12 $600,000.00
4613829 COVINGTON LA 70433 SFD 7.625 7.359 $2,522.15 180 1-Jul-12 $268,381.83
4613958 LEOMINSTER MA 01453 SFD 7.750 7.484 $1,138.95 180 1-Jul-12 $120,282.71
4613992 ROCIADA NM 87742 SFD 7.875 7.609 $3,357.52 180 1-Jul-12 $351,009.43
4614019 HACKETTSTOWN NJ 07846 SFD 7.375 7.109 $2,437.80 180 1-Aug-12 $264,190.85
4614051 ATLANTA GA 30307 SFD 7.625 7.359 $3,386.23 180 1-Aug-12 $361,417.16
4614146 GALENA MO 65656 SFD 8.125 7.859 $2,339.80 180 1-Jun-12 $239,891.88
4614187 RICHMOND VA 23233 SFD 7.750 7.484 $2,541.45 180 1-Jul-12 $268,399.45
4614298 INDIANAPOLIS IN 46256 SFD 6.625 6.359 $2,063.29 180 1-Aug-12 $234,234.11
4614462 REDWOOD CITY CA 94061 SFD 7.000 6.734 $2,578.29 180 1-Aug-12 $285,945.00
4614635 BELLAIRE TX 77401 SFD 7.250 6.984 $3,870.54 180 1-Jul-12 $421,374.35
4614736 NEWPORT BEACH CA 92660 PUD 7.750 7.484 $9,177.44 180 1-Jul-12 $969,220.26
4614867 IDAHO FALLS ID 83406 SFD 7.625 7.359 $2,568.86 180 1-Aug-12 $274,178.54
4614892 LOS ALTOS CA 94022 SFD 7.625 7.359 $3,923.35 180 1-Aug-12 $418,745.40
4614919 WALNUT CREEK CA 94596 SFD 7.250 6.984 $3,368.47 180 1-Aug-12 $367,860.91
4614981 LONG GROVE IL 60047 SFD 7.000 6.734 $3,145.90 180 1-Aug-12 $348,895.77
4615088 OLD TAPPAN NJ 07675 SFD 7.500 7.234 $3,708.05 180 1-Jul-12 $397,576.35
4615509 ROCKVILLE MD 20850 PUD 7.250 6.984 $1,369.29 180 1-Jul-12 $149,071.12
4615649 SYOSSET NY 11791 SFD 7.500 7.234 $2,410.24 180 1-Sep-12 $260,000.00
4615733 SEATTLE WA 98105 SFD 7.250 6.984 $2,775.11 180 1-Aug-12 $303,061.56
4615871 BRASELTON GA 30517 SFD 7.625 7.359 $3,269.46 180 1-Jul-12 $347,902.36
4616062 ALPHARETTA GA 30201 SFD 7.500 7.234 $2,291.57 180 1-Jul-12 $245,702.19
4616478 MIDLOTHIAN VA 23112 SFD 7.250 6.984 $2,004.65 180 1-Aug-12 $218,922.10
4616619 SCOTTSDALE AZ 85250 SFD 7.625 7.359 $4,614.61 180 1-Jul-12 $491,039.32
4616972 HOUSTON TX 77024 SFD 7.125 6.859 $2,717.50 180 1-Sep-12 $300,000.00
4617014 DOWNINGTOWN PA 19335 SFD 7.000 6.734 $2,408.86 180 1-Aug-12 $267,154.47
4617075 LAKE FOREST CA 92630 PUD 7.625 7.359 $2,344.67 180 1-Aug-12 $250,250.23
4617209 SAN ANTONIO TX 78212 SFD 7.500 7.234 $3,313.61 180 1-Sep-12 $357,450.00
4617362 SPOKANE WA 99223 SFD 7.125 6.859 $2,245.56 180 1-Aug-12 $247,126.35
4617541 BRENTWOOD TN 37027 SFD 7.750 7.484 $3,493.08 180 1-Jul-12 $368,900.14
4617688 STATEN ISLAND NY 10309 SFD 8.125 7.859 $1,636.90 180 1-Sep-12 $170,000.00
4617808 HOLMDEL NJ 07733 SFD 7.750 7.484 $2,983.85 180 1-Aug-12 $316,063.44
4617903 SAN ANTONIO TX 78256 SFD 7.625 7.359 $3,232.09 180 1-Jul-12 $343,926.34
4618156 METAIRIE LA 70006 SFD 7.500 7.234 $2,502.94 180 1-Aug-12 $269,184.56
4618226 EUGENE OR 97405 SFD 7.500 7.234 $4,078.86 180 1-Aug-12 $438,507.53
4618421 EDEN PRAIRIE MN 55346 SFD 7.625 7.359 $3,269.45 180 1-Aug-12 $348,954.51
4618520 DELLWOOD MN 55110 SFD 7.500 7.234 $4,647.11 180 1-Jul-12 $498,262.57
4618662 GERMANTOWN TN 38138 SFD 7.000 6.734 $2,085.29 180 1-Aug-12 $231,268.04
4618704 CHATHAM NJ 07928 SFD 7.250 6.984 $2,142.04 180 1-Sep-12 $234,650.00
4618718 FORT MYERS FL 33901 SFD 7.375 7.109 $2,281.41 180 1-Aug-12 $247,242.76
4618769 WAIMANALO HI 96795 SFD 7.875 7.609 $4,552.56 180 1-Jul-12 $477,185.68
4618817 SALT LAKE CITY UT 84105 SFD 7.625 7.359 $2,582.87 180 1-Aug-12 $275,674.06
4618994 GRAND JUNCTION CO 81505 SFD 8.000 7.734 $2,580.27 180 1-Jul-12 $267,747.21
4619071 SPRINGDALE AR 72764 SFD 7.375 7.109 $3,909.67 180 1-Aug-12 $423,702.31
4619405 WHITE BEAR LAKE MN 55110 SFD 7.875 7.609 $2,200.41 180 1-Jul-12 $230,639.73
4619434 PHOENIX AZ 85048 SFD 7.625 7.359 $2,615.57 180 1-Jul-12 $278,321.88
4619481 LIVONIA MI 48152 SFD 8.125 7.859 $1,313.37 180 1-Aug-12 $136,010.17
4619618 ALPHARETTA GA 30004 SFD 7.250 6.984 $2,738.59 180 1-Aug-12 $299,073.91
4619621 MERCER ISLAND WA 98040 SFD 6.875 6.609 $3,790.39 180 1-Sep-12 $425,000.00
4619718 NORTH ANDOVER MA 01845 SFD 6.875 6.609 $2,675.57 180 1-Sep-12 $300,000.00
4620093 CHESAPEAKE VA 23322 SFD 7.500 7.234 $2,572.46 180 1-Aug-12 $276,661.92
4620350 INDIANAPOLIS IN 46226 SFD 8.000 7.734 $3,822.61 180 1-Aug-12 $398,844.06
4620606 FLUSHING NY 11366 SFD 7.125 6.859 $905.84 180 1-Sep-12 $100,000.00
4620761 HOUSTON TX 77005 SFD 7.375 7.109 $3,311.73 180 1-Aug-12 $358,900.77
4620862 EUGENE OR 97401 SFD 7.250 6.984 $2,190.88 180 1-Sep-12 $240,000.00
4621000 CLOSTER NJ 07624 SFD 7.625 7.359 $4,740.71 180 1-Aug-12 $505,984.03
4621096 RIDGELAND MS 39157 SFD 7.125 6.859 $2,183.05 180 1-Aug-12 $240,247.89
4621203 BIRMINGHAM AL 35213 SFD 7.375 7.109 $4,139.65 180 1-Aug-12 $448,625.98
4621224 LOS ANGELES CA 90024 LCO 7.875 7.609 $3,224.73 180 1-Aug-12 $339,006.25
4621263 LITTLE ROCK AR 72211 SFD 7.375 7.109 $2,759.77 180 1-Aug-12 $299,083.98
4621862 DALLAS TX 75248 SFD 7.500 7.234 $3,775.73 180 1-Aug-12 $406,069.90
4622026 DEAL NJ 07723 SFD 8.250 7.984 $2,910.43 180 1-Aug-12 $299,152.07
4622052 SEMINOLE FL 33776 SFD 8.125 7.859 $962.89 180 1-Sep-12 $100,000.00
4622154 MAGNOLIA TX 77355 SFD 7.250 6.984 $2,598.47 180 1-Sep-12 $284,650.00
4622501 ELLICOTT CITY MD 21042 SFD 7.625 7.359 $2,099.93 180 1-Sep-12 $224,800.00
4622614 HOUSTON TX 77024 SFD 7.375 7.109 $5,887.51 180 1-Sep-12 $640,000.00
4622867 COLUMBIA SC 29223 SFD 7.375 7.109 $2,575.79 180 1-Sep-12 $280,000.00
4623425 HOUSTON TX 77024 SFD 7.250 6.984 $3,418.68 180 1-Sep-12 $374,500.00
4623504 SAN RAMON CA 94583 SFD 7.250 6.984 $2,282.16 180 1-Aug-12 $249,228.26
4623636 SANTA FE NM 87501 SFD 7.500 7.234 $2,502.94 180 1-Sep-12 $270,000.00
4623693 AGOURA HILLS CA 91301 PUD 7.375 7.109 $2,759.77 180 1-Aug-12 $299,083.98
4623714 DALLAS TX 75230 SFD 7.750 7.484 $4,199.98 180 1-Sep-12 $446,200.00
4623777 TAMPA FL 33609 SFD 6.875 6.609 $3,121.50 180 1-Sep-12 $350,000.00
4623813 GUNTERSVILLE AL 35976 SFD 7.500 7.234 $3,309.43 180 1-Aug-12 $355,921.82
4624272 ADA MI 49301 SFD 7.375 7.109 $2,183.90 180 1-Aug-12 $236,675.12
4624302 SAN CLEMENTE CA 92673 SFD 7.000 6.734 $1,977.43 180 1-Sep-12 $220,000.00
4624315 DALLAS TX 75225 SFD 7.875 7.609 $3,426.28 180 1-Sep-12 $361,250.00
4624373 WILTON CT 06897 SFD 6.625 6.359 $3,424.18 180 1-Sep-12 $390,000.00
4624708 MILPITAS CA 95035 SFD 6.625 6.359 $2,633.99 180 1-Aug-12 $299,022.26
4624973 SALINAS CA 93908 PUD 7.500 7.234 $2,498.30 180 1-Aug-12 $268,686.08
4625099 SCOTTSDALE AZ 85255 SFD 7.250 6.984 $4,107.89 180 1-Aug-12 $448,610.86
4625180 GLENVIEW IL 60025 SFD 7.500 7.234 $3,151.85 180 1-Aug-12 $338,873.15
4625334 LAKEWOOD NJ 08701 SFD 7.500 7.234 $519.13 180 1-Sep-12 $56,000.00
4625702 EADS TN 38028 SFD 7.250 6.984 $2,860.92 180 1-Sep-12 $313,400.00
4626112 EDMOND OK 73003 SFD 7.125 6.859 $2,264.58 180 1-Sep-12 $250,000.00
4626285 MONTGOMERY TX 77356 SFD 7.250 6.984 $3,286.31 180 1-Aug-12 $358,888.69
4626352 CINCINNATI OH 45243 SFD 7.000 6.734 $2,220.11 180 1-Aug-12 $246,220.72
4626430 SCOTTSDALE AZ 85000 SFD 7.500 7.234 $2,187.75 180 1-Aug-12 $235,287.25
4626486 LAUREL MD 20723 SFD 7.125 6.859 $2,164.04 180 1-Sep-12 $238,900.00
4626498 HEMET CA 92544 SFD 7.750 7.484 $2,576.74 180 1-Aug-12 $272,941.23
4626808 FARMINGTON CT 06032 SFD 7.500 7.234 $3,198.20 180 1-Sep-12 $345,000.00
4626991 GREENBURGH NY 10706 SFD 7.500 7.234 $2,269.33 180 1-Sep-12 $244,800.00
4627685 FAYETTEVILLE AR 72701 SFD 7.500 7.234 $2,454.27 180 1-Aug-12 $263,950.42
4627739 RIDGEFIELD CT 06877 SFD 7.125 6.859 $2,264.58 180 1-Sep-12 $250,000.00
4628205 HOLLYWOOD FL 33019 SFD 7.400 7.134 $2,411.15 180 1-Jun-12 $259,293.22
4628232 PALO ALTO CA 94301 SFD 7.800 7.534 $3,162.88 180 1-Jul-12 $333,022.84
4628249 HOUSTON TX 77079 LCO 7.550 7.284 $371.95 180 1-Jul-12 $39,758.68
4628273 GLENDALE CA 91201 SFD 7.400 7.134 $1,041.12 180 1-Jun-12 $111,960.75
4628282 CARMICHAEL CA 95608 SFD 7.550 7.284 $3,254.50 180 1-Jun-12 $346,822.84
4628300 ARGYLE TX 76226 SFD 7.300 7.034 $2,856.94 180 1-Jul-12 $310,076.29
4628313 LOS OLIVOS CA 93441 SFD 7.450 7.184 $2,851.08 180 1-Jul-12 $306,622.57
4628334 FALLBROOK CA 92028 SFD 7.650 7.384 $837.33 180 1-Jun-12 $87,859.17
4628342 DALLAS TX 75248 SFD 7.650 7.384 $1,684.01 180 1-Jun-12 $178,380.19
4628363 SUGAR LAND TX 77479 SFD 7.950 7.684 $571.67 180 1-Jun-12 $59,474.02
4628370 STAMFORD CT 06905 SFD 7.950 7.684 $4,067.37 180 1-Jul-12 $423,675.60
4628377 SUNNYVALE CA 94087 SFD 7.050 6.784 $2,887.91 180 1-Jun-12 $317,263.79
4628383 HOUSTON TX 77005 SFD 7.250 6.984 $4,221.08 180 1-Aug-12 $460,972.59
4628384 AUSTIN TX 78758 SFD 7.600 7.334 $541.91 180 1-Jul-12 $57,751.02
4628519 PEMBROKE PINES FL 33029 SFD 8.050 7.784 $239.64 180 1-Jun-12 $24,782.76
4628524 ORLANDO FL 32828 SFD 8.650 8.384 $248.39 180 1-Jul-12 $24,863.15
4628532 OXNARD CA 93030 LCO 7.850 7.584 $284.11 180 1-Jun-12 $29,734.70
4628539 CHATSWORTH CA 91311 SFD 7.750 7.484 $1,620.88 180 1-Jun-12 $170,258.16
4628544 OCEANRIDGE FL 33435 SFD 7.550 7.284 $2,324.64 180 1-Jul-12 $248,491.83
4628553 BOYNTON BEACH FL 33435 SFD 8.000 7.734 $1,253.82 180 1-Jul-12 $130,439.17
4629196 SCOTTSDALE AZ 85259 SFD 6.625 6.359 $3,424.18 180 1-Sep-12 $390,000.00
4629313 PORTSMOUTH NH 03801 SFD 6.625 6.359 $2,107.19 180 1-Sep-12 $240,000.00
4629899 ACWORTH GA 30101 SFD 7.375 7.109 $2,391.80 180 1-Aug-12 $259,206.12
4630140 ORANGE BEACH AL 36561 SFD 7.375 7.109 $2,345.81 180 1-Sep-12 $255,000.00
4630171 RESTON VA 22090 SFD 7.500 7.234 $2,595.64 180 1-Sep-12 $280,000.00
4630420 SUGAR LAND TX 77479 SFD 7.125 6.859 $3,029.10 180 1-Aug-12 $333,356.40
4630598 BARRINGTON IL 60010 SFD 6.875 6.609 $4,494.95 180 1-Sep-12 $504,000.00
4630683 ROCKVILLE MD 20852 SFD 7.750 7.484 $2,193.17 180 1-Aug-12 $232,311.62
4630948 DOWNERS GROVE IL 60515 SFD 7.750 7.484 $2,127.28 180 1-Aug-12 $225,299.27
4631026 SARATOGA CA 95070 SFD 6.875 6.609 $4,352.25 180 1-Sep-12 $488,000.00
4631270 ANAHEIM CA 92808 SFD 7.625 7.359 $2,727.66 180 1-Aug-12 $291,127.76
4631287 SANIBEL FL 33957 SFD 7.625 7.359 $2,849.10 180 1-Sep-12 $305,000.00
4631555 CLOSTER NJ 07624 SFD 7.375 7.109 $2,023.84 180 1-Sep-12 $220,000.00
4632267 BIXBY OK 74008 SFD 7.500 7.234 $2,405.13 180 1-Aug-12 $258,385.77
4632464 SAN ANTONIO TX 78248 SFD 7.250 6.984 $2,688.84 180 1-Sep-12 $294,550.00
4632782 ORINDA CA 94563 LCO 7.550 7.284 $604.41 180 1-Jul-12 $64,607.87
4632793 MURRIETA CA 92562 SFD 7.750 7.484 $2,823.83 180 1-Jul-12 $298,221.62
4632810 SAN DIEGO CA 92130 SFD 7.050 6.784 $2,551.61 180 1-Aug-12 $282,111.02
4632827 DUNEDIN FL 34698 SFD 7.750 7.484 $282.39 180 1-Aug-12 $29,911.36
4632834 SAN FRANCISCO CA 94115 LCO 7.150 6.884 $3,266.05 180 1-Aug-12 $358,878.95
4632838 VENTURA CA 93004 SFD 7.350 7.084 $2,351.39 180 1-Aug-12 $255,216.61
4632840 MONTE SERENO CA 95030 SFD 7.750 7.484 $5,647.66 180 1-Aug-12 $598,227.34
4632849 PLANO TX 75093 SFD 6.375 6.109 $4,658.31 180 1-Sep-12 $539,000.00
4632854 MIAMI FL 33134 SFD 7.600 7.334 $652.90 180 1-Aug-12 $69,790.44
4632864 SUNNYVALE CA 94087 SFD 7.400 7.134 $3,132.56 180 1-Jul-12 $337,921.83
4632867 REGO PARK NY 11374 SFD 7.700 7.434 $1,876.83 180 1-Aug-12 $199,406.51
4632892 COLLEYVILLE TX 76034 SFD 7.400 7.134 $2,203.85 180 1-Aug-12 $238,471.22
4632894 GLENDALE CA 91208 SFD 7.300 7.034 $2,682.96 180 1-Jul-12 $291,193.44
4632895 LAKE VILLA IL 60046 SFD 7.750 7.484 $611.83 180 1-Aug-12 $64,807.97
4632905 SCARSDALE NY 10583 SFD 7.750 7.484 $3,576.85 180 1-Jul-12 $377,747.39
4632906 SANTA MONICA CA 90405 SFD 7.650 7.384 $1,964.67 180 1-Jul-12 $208,744.17
4632914 IRVING TX 75063 SFD 7.500 7.234 $361.54 180 1-Aug-12 $38,882.21
4632921 SAN JOSE CA 95138 SFD 6.850 6.584 $2,429.19 180 1-Jul-12 $271,051.11
4632933 HOUSTON TX 77092 SFD 7.700 7.434 $365.99 180 1-Jul-12 $38,767.78
4632948 OLD BROOKVILLE NY 11545 SFD 7.500 7.234 $4,635.07 180 1-Aug-12 $498,489.93
4632955 WHITEHOUSE STATIO NNJ 08889 SFD 7.250 6.984 $2,282.16 180 1-Sep-12 $250,000.00
4632990 JACKSONVILLE FL 32259 SFD 7.875 7.609 $2,845.35 180 1-Jun-12 $297,352.91
4633187 ALPHARETTA GA 30201 SFD 7.500 7.234 $2,317.53 180 1-Sep-12 $250,000.00
4633317 PEBBLE BEACH CA 93953 SFD 7.375 7.109 $2,520.59 180 1-Sep-12 $274,000.00
4634266 ROLLING HILLS EST ACA 90274 SFD 6.750 6.484 $4,070.59 180 1-Sep-12 $460,000.00
4634414 HINGHAM MA 02043 SFD 7.625 7.359 $2,837.42 180 1-Sep-12 $303,750.00
4636262 NASHVILLE TN 37205 SFD 7.375 7.109 $2,566.59 180 1-Sep-12 $279,000.00
4638542 SALT LAKE CITY UT 84109 SFD 7.500 7.234 $2,085.78 180 1-Sep-12 $225,000.00
4639026 CHERRY HILL NJ 08003 PUD 8.125 7.859 $481.44 180 1-Aug-12 $49,857.11
4641677 POST FALLS ID 83854 SFD 7.250 6.984 $3,132.49 180 1-Sep-12 $343,150.00
4642566 FREDERICK MD 21702 SFD 7.250 6.984 $2,195.90 180 1-Sep-12 $240,550.00
6354558 KAILUA-KONA HI 96740 SFD 7.625 7.359 $3,736.52 180 1-Jul-12 $397,602.70
6360261 PRINCETON NJ 08540 SFD 7.125 6.859 $2,808.08 180 1-Aug-12 $309,032.55
6404593 CASTLE ROCK CO 80104 SFD 7.875 7.609 $3,201.02 180 1-Jul-12 $335,521.17
6452560 CHARLOTTE NC 28211 SFD 7.500 7.234 $2,540.01 180 1-Aug-12 $273,172.49
$110,150,197.01
</TABLE>
COUNT: 395
WAC: 7.517846622
WAM: 178.126927
WALTV: 68.33780798
<TABLE>
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE
- ------ ---- ----- ---- ---- --- ------- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4505819 ESKO MN 55733 SFD 65.57 0.250 0.016
4506243 TAKOMA PARK MD 20912 SFD 75.04 0.250 0.016
4507250 ROSWELL GA 30075 SFD 75.30 0.250 0.016
4511199 BELLEVUE WA 98006 SFD 80.00 GD 5YR 0.250 0.016
4545629 FAIRFAX STATION VA 22039 SFD 65.41 0.250 0.016
4549574 KENSINGTON MD 20895 SFD 69.94 0.250 0.016
4554008 SPARKS NV 89436 SFD 79.21 0.250 0.016
4565149 EDMOND OK 73034 SFD 84.99 11 0.250 0.016
4565658 OMAHA NE 68118 SFD 63.56 0.250 0.016
4566260 KETCHUM ID 83340 SFD 37.94 0.250 0.016
4567937 CINCINNATI OH 45208 SFD 90.00 13 0.250 0.016
4568781 WESTHAMPTON NY 11977 LCO 59.72 0.250 0.016
4569113 WOODSTOCK GA 30189 SFD 84.53 0.250 0.016
4569922 SUGAR LAND TX 77479 SFD 90.00 06 0.250 0.016
4571078 ALEXANDRIA KY 41001 SFD 35.09 0.250 0.016
4571207 WALNUT CREEK CA 94598 SFD 51.67 0.250 0.016
4572878 FAIRFAX VA 22033 SFD 57.24 GD 6YR 0.250 0.016
4576248 MORRIS PLAINS NJ 07950 SFD 65.71 0.250 0.016
4577175 BROOKLYN NY 11234 SFD 90.00 FX15YR 06 0.250 0.016
4577728 SAN MATEO CA 94402 HCO 80.00 0.250 0.016
4578392 FRISCO TX 75034 SFD 80.00 0.250 0.016
4579182 CARY NC 27513 SFD 63.21 0.250 0.016
4579417 WEST BLOOMFIELD MI 48322 SFD 80.00 0.250 0.016
4579456 GRANADA HILLS CA 91344 LCO 80.00 0.250 0.016
4579768 RICHMOND VA 23233 SFD 65.61 0.250 0.016
4580512 ATLANTA GA 30327 SFD 33.33 0.250 0.016
4581331 ENGLEWOOD CO 80111 SFD 66.67 0.250 0.016
4581654 ATLANTA GA 30327 SFD 69.02 0.250 0.016
4582694 LAGUNA NIGUEL CA 92677 SFD 79.91 GD 3YR 0.250 0.016
4582874 DALLAS TX 75240 SFD 95.00 06 0.250 0.016
4582924 MOUNTAIN LAKES NJ 07046 SFD 69.33 0.250 0.016
4583237 BARDONIA NY 10954 SFD 80.00 0.250 0.016
4584379 CARMEL IN 46032 SFD 52.90 GD 3YR 0.250 0.016
4584716 ALPHARETTA GA 30202 SFD 56.36 GD 4YR 0.250 0.016
4585619 HOUSTON TX 77069 SFD 77.49 0.250 0.016
4585670 SOUTHOLD NY 11971 SFD 80.00 0.250 0.016
4585909 SONOMA CA 95476 PUD 74.99 0.250 0.016
4586108 BROOKLYN NY 11230 SFD 80.00 0.250 0.016
4586239 FRESNO CA 93720 SFD 80.00 0.250 0.016
4586538 HERNDON VA 22071 SFD 80.00 0.250 0.016
4586775 CINCINNATI OH 45242 SFD 89.75 0.250 0.016
4586790 HATTIESBURG MS 39402 SFD 80.00 0.250 0.016
4586948 HOUSTON TX 77082 SFD 30.49 0.250 0.016
4587334 BIRMINGHAM AL 35244 SFD 80.00 0.250 0.016
4587795 RIDGWAY CO 81432 SFD 46.15 0.250 0.016
4589443 LOS ANGELES CA 90049 LCO 60.11 GD 3YR 0.250 0.016
4589514 SEASIDE OR 97138 SFD 70.00 0.250 0.016
4589556 PORT JEFFERSON NY 11777 LCO 79.97 0.250 0.016
4589577 PENN VALLEY PA 19072 SFD 53.76 0.250 0.016
4589898 PALMETTO FL 34221 HCO 70.00 0.250 0.016
4589919 HOUSTON TX 77056 SFD 70.50 0.250 0.016
4589937 PROVIDENCE RI 02906 SFD 63.83 0.250 0.016
4589976 WOODSTOCK GA 30189 SFD 50.51 0.250 0.016
4590018 BERNARDS TWNSHP NJ 07931 SFD 64.29 0.250 0.016
4590331 WHEATON IL 60187 SFD 68.94 0.250 0.016
4590332 CINCINNATI OH 45201 SFD 74.01 0.250 0.016
4590441 SCARSDALE NY 10583 SFD 80.00 0.250 0.016
4590657 BELLPORT NY 11713 SFD 64.52 0.250 0.016
4590695 ALEXANDRIA VA 22307 SFD 80.00 0.250 0.016
4590848 GARDEN CITY SOUTH NY 11530 SFD 75.00 0.250 0.016
4590863 BROOKLINE MA 02146 SFD 51.95 0.250 0.016
4591488 DALLAS TX 75219 SFD 69.74 0.250 0.016
4591595 ATLANTA GA 30328 SFD 50.00 0.250 0.016
4591659 MAMARONECK NY 10543 SFD 88.89 06 0.250 0.016
4591720 BAYSIDE NY 11361 SFD 76.96 0.250 0.016
4592054 MONTAUK NY 11954 LCO 75.00 0.250 0.016
4592165 FAIRPORT NY 14450 SFD 80.00 0.250 0.016
4592255 SEWICKLEY PA 15143 SFD 52.44 0.250 0.016
4593335 EUGENE OR 97408 SFD 68.61 0.250 0.016
4593656 KNOXVILLE TN 37922 SFD 73.44 0.250 0.016
4594762 SIMSBURY CT 06070 SFD 74.63 0.250 0.016
4594927 PARK CITY UT 84060 LCO 75.00 0.250 0.016
4595406 YARDLEY PA 19067 SFD 79.99 0.250 0.016
4595874 NEWPORT COAST CA 92657 LCO 80.00 0.250 0.016
4596217 SAYREVILLE NJ 08872 SFD 78.95 0.250 0.016
4596306 SAN RAFAEL CA 94901 SFD 68.18 0.250 0.016
4596329 BOCA RATON FL 33431 PUD 64.66 0.250 0.016
4596420 BRIDGEWATER NJ 08807 LCO 68.21 0.250 0.016
4596471 DUNN LORING VA 22027 SFD 63.53 0.250 0.016
4596492 FOLSOM CA 95630 SFD 64.94 0.250 0.016
4596495 ORANGEVALE CA 95662 SFD 64.30 0.250 0.016
4596561 VICTOR NY 14564 SFD 80.00 0.250 0.016
4596617 LITTLE ROCK AR 72205 SFD 80.00 0.250 0.016
4596812 UNION NJ 07083 SFD 75.00 0.250 0.016
4597047 AURORA CO 80016 SFD 74.93 0.250 0.016
4597113 WESTON CT 06883 SFD 59.14 0.250 0.016
4597149 WESTON FL 33326 SFD 77.40 0.250 0.016
4597152 NAPLES FL 34102 SFD 74.99 0.250 0.016
4597166 DEERFIELD BEACH FL 33442 PUD 75.00 0.250 0.016
4597176 BOCA RATON FL 33496 SFD 60.00 0.250 0.016
4597240 DELRAY BEACH FL 33483 SFD 80.00 0.250 0.016
4597669 LOS ANGELES CA 90025 SFD 57.75 0.250 0.016
4597861 PLANO TX 75093 SFD 70.17 0.250 0.016
4598044 WASHINGTON DC 20016 SFD 36.06 0.250 0.016
4598081 JERICHO NY 11753 SFD 75.00 0.250 0.016
4598089 VIRGINIA BEACH VA 23454 SFD 67.50 0.250 0.016
4598159 NORTH MANKATO MN 56003 SFD 79.50 0.250 0.016
4598473 JONESBORO AR 72401 SFD 60.28 0.250 0.016
4598503 MATAIRIE LA 70005 SFD 80.00 0.250 0.016
4598574 COLORADO SPRINGS CO 80906 SFD 66.27 0.250 0.016
4598585 VIRGINIA BEACH VA 23454 SFD 59.52 0.250 0.016
4598633 SCARSDALE NY 10583 THS 75.00 0.250 0.016
4598775 HOUSTON TX 77094 SFD 79.25 0.250 0.016
4599015 PLAINVIEW NY 11803 SFD 47.09 0.250 0.016
4599085 CORPUS CHRISTI TX 78413 SFD 80.00 0.250 0.016
4599414 SACRAMENTO CA 95816 SFD 59.26 0.250 0.016
4599449 KEY WEST FL 33040 SFD 80.00 0.250 0.016
4599794 NEW YORK NY 10023 HCO 58.44 0.250 0.016
4599949 EAST ORLEANS MA 02643 SFD 41.17 0.250 0.016
4600100 HINGHAM MA 02043 SFD 55.65 0.250 0.016
4600490 SCOTTSDALE AZ 85255 SFD 74.53 0.250 0.016
4600597 REDMOND WA 98052 SFD 90.00 12 0.250 0.016
4600728 HO HO KUS NJ 07423 SFD 79.37 0.250 0.016
4600760 LUTZ FL 33549 SFD 70.77 0.250 0.016
4600831 SCOTCH PLAINS NJ 07076 SFD 69.55 0.250 0.016
4600875 ORADELL NJ 07649 SFD 47.25 0.250 0.016
4601042 BRENTWOOD TN 37027 SFD 84.62 12 0.250 0.016
4601179 OSSINING NY 10562 SFD 72.07 0.250 0.016
4601268 FLORA MS 39071 SFD 58.11 0.250 0.016
4601281 TONKA BAY MN 55331 SFD 66.67 0.250 0.016
4601341 LIBERTYVILLE IL 60048 SFD 38.71 0.250 0.016
4601442 ENGLEWOOD NJ 07632 SFD 79.27 0.250 0.016
4601596 LONG BEACH NY 11561 SFD 69.52 0.250 0.016
4601731 ESSEX FELLS NJ 07021 SFD 80.00 0.250 0.016
4601782 RICHFIELD OH 44286 SFD 77.45 0.250 0.016
4601786 PORTLAND OR 97229 SFD 75.00 0.250 0.016
4602182 ROCHESTER MN 55901 SFD 79.99 0.250 0.016
4602196 STRATHAM NH 03885 SFD 71.43 0.250 0.016
4602270 FRANKLIN TN 37064 SFD 75.06 0.250 0.016
4602321 KATY TX 77450 SFD 69.99 0.250 0.016
4602396 ATLANTA GA 30327 SFD 51.11 0.250 0.016
4602411 CORDELE GA 31015 SFD 70.24 0.250 0.016
4602423 WILLIAMSBURG VA 23185 SFD 69.23 0.250 0.016
4602863 REHOBOTH DE 19971 SFD 38.81 0.250 0.016
4603006 HATTERAS NC 27943 SFD 52.29 0.250 0.016
4603439 WESTERVILLE OH 43082 SFD 69.46 0.250 0.016
4603461 CORDELE GA 31015 SFD 80.00 0.250 0.016
4603692 NOVI MI 48167 SFD 69.23 0.250 0.016
4603710 NAPLES FL 34119 SFD 90.00 12 0.250 0.016
4603763 BAKERSFIELD CA 93309 SFD 67.35 0.250 0.016
4603773 MORGAN HILL CA 95037 SFD 57.35 0.250 0.016
4603777 SANTA ROSA CA 95404 SFD 61.54 0.250 0.016
4603780 BURBANK CA 91505 SFD 73.68 0.250 0.016
4603790 CENTEREACH NY 11720 SFD 34.78 0.250 0.016
4603801 SHORE ACRES TX 77571 SFD 74.95 0.250 0.016
4603811 SYOSSET NY 11791 SFD 54.65 0.250 0.016
4603821 NAPLES FL 33963 LCO 42.75 0.250 0.016
4603843 TEMPLE CITY CA 91780 SFD 34.88 0.250 0.016
4603986 SAN JOSE CA 95125 SFD 58.82 0.250 0.016
4604056 OAK RIDGE TN 37830 SFD 80.00 0.250 0.016
4604094 PALOS VERDES ESTA TCA 90274 SFD 38.19 0.250 0.016
4604102 COLD SPRING HARBO RNY 11724 SFD 80.00 0.250 0.016
4604305 PLANO TX 75093 SFD 75.68 0.250 0.016
4604358 PLYMOUTH MN 55446 SFD 56.82 0.250 0.016
4604409 SYOSSET NY 11791 SFD 55.07 0.250 0.016
4604424 BETHESDA MD 20816 SFD 40.00 0.250 0.016
4604481 PHOENIXVILLE PA 19460 SFD 74.65 0.250 0.016
4604809 CHAGRIN FALLS OH 44023 SFD 51.06 0.250 0.016
4604816 MOORPARK CA 93021 SFD 90.00 06 0.250 0.016
4604987 MORRIS TOWNSHIP NJ 07960 SFD 75.00 0.250 0.016
4605029 CHATSWORTH CA 91311 SFD 80.00 0.250 0.016
4605204 STATEN ISLAND NY 10312 SFD 80.00 0.250 0.016
4605245 UPPER MAKEFIELD PA 18940 SFD 40.28 0.250 0.016
4605257 EDMOND OK 73034 SFD 79.29 0.250 0.016
4605540 CHESTERFIELD MO 63017 SFD 78.99 0.250 0.016
4605582 NEW YORK NY 10007 SFD 62.50 0.250 0.016
4605772 MORAGA CA 94556 SFD 39.86 0.250 0.016
4606035 UNION NJ 07083 SFD 68.69 0.250 0.016
4606060 AUSTIN TX 78730 SFD 56.82 0.250 0.016
4606219 SAN JOSE CA 95148 SFD 74.97 0.250 0.016
4606261 COLUMBUS OH 43220 SFD 55.31 0.250 0.016
4606274 ATLANTIC BEACH NY 11509 SFD 50.29 0.250 0.016
4606704 DALLAS TX 75248 SFD 80.92 0.250 0.016
4606821 MARINA DEL REY CA 90292 LCO 65.52 0.250 0.016
4606980 WOODSTOCK GA 30189 SFD 78.97 0.250 0.016
4607018 SCOTTSDALE AZ 85259 SFD 80.00 0.250 0.016
4607134 ALPHARETTA GA 30202 SFD 62.50 0.250 0.016
4607188 CLIVE IA 50325 SFD 80.00 0.250 0.016
4607322 MARIETTA GA 30067 SFD 56.49 0.250 0.016
4607384 BATESVILLE IN 47006 SFD 95.00 0.250 0.016
4607752 MOULTONBOROUGH NH 03254 SFD 75.83 0.250 0.016
4607890 LEAWOOD KS 66213 SFD 60.78 GD 4YR 0.250 0.016
4608073 GRANTS PASS OR 97526 SFD 80.00 0.250 0.016
4608177 COLLEYVILLE TX 76034 SFD 66.27 0.250 0.016
4608276 UPPER MONTCLAIR NJ 07043 SFD 61.64 0.250 0.016
4608305 DUBLIN OH 43016 SFD 55.29 0.250 0.016
4608334 OVERLAND PARK KS 66221 SFD 79.74 0.250 0.016
4608355 GREER SC 29651 SFD 80.00 0.250 0.016
4608514 WAYNE TOWNSHIP NJ 07470 SFD 74.07 0.250 0.016
4608749 MOUNT VERNON WA 98273 SFD 71.43 0.250 0.016
4608928 SURING WI 54174 SFD 52.24 0.250 0.016
4608939 SPRING TX 77379 SFD 70.00 0.250 0.016
4608946 CHATSWORTH CA 91311 SFD 42.37 0.250 0.016
4609089 ROGERS AR 72758 SFD 54.94 0.250 0.016
4609240 ROSWELL GA 30075 SFD 64.10 0.250 0.016
4609322 MEDFORD OR 97501 SFD 90.00 11 0.250 0.016
4609354 CARMEL IN 46032 SFD 76.86 0.250 0.016
4609362 STAMFORD CT 06903 SFD 56.50 0.250 0.016
4609628 HAMMOND IN 46323 SFD 67.74 0.250 0.016
4609724 SAN JOSE CA 95136 SFD 90.00 0.250 0.016
4609826 SALINAS CA 93908 SFD 62.80 0.250 0.016
4609924 WHITTIER CA 90603 SFD 79.10 0.250 0.016
4609998 LAS VEGAS NV 89134 SFD 68.89 0.250 0.016
4610257 ANAHEIM CA 92807 PUD 90.00 06 0.250 0.016
4610270 MARSHALL VA 20115 SFD 71.43 0.250 0.016
4610276 AFTON OK 74331 SFD 55.30 0.250 0.016
4610362 ALPHARETTA GA 30005 SFD 57.47 0.250 0.016
4610367 HOLLIS NH 03049 SFD 80.00 0.250 0.016
4610373 NASHVILLE TN 37215 SFD 80.00 0.250 0.016
4610476 WASHINGTON DC 20007 THS 77.04 0.250 0.016
4610562 PALOS VERDES ESTA TCA 90274 SFD 59.11 0.250 0.016
4610583 SANTA BARBARA CA 93103 SFD 62.71 0.250 0.016
4611077 BRYN MAWR PA 19010 SFD 55.87 0.250 0.016
4611118 SOLON OH 44139 SFD 54.02 0.250 0.016
4611145 CINCINNATI OH 45237 SFD 69.70 0.250 0.016
4611222 ALHAMBRA CA 91801 LCO 69.74 0.250 0.016
4611242 MATTITUCK NY 11952 SFD 64.52 0.250 0.016
4611258 SOUTHAMPTON NY 11968 SFD 59.59 0.250 0.016
4611285 CARY NC 27511 SFD 59.02 0.250 0.016
4611595 SAN FRANCISCO CA 94131 SFD 63.52 0.250 0.016
4611659 MERCER ISLAND WA 98040 SFD 80.00 0.250 0.016
4611811 LIMA OH 45805 SFD 80.00 0.250 0.016
4611883 COPPELL TX 75019 SFD 89.99 0.250 0.016
4611887 WHEELING WV 26003 SFD 76.67 0.250 0.016
4611949 LITTLE ROCK AR 72205 SFD 79.99 0.250 0.016
4612585 ISLAMORADA FL 33036 SFD 51.58 0.250 0.016
4612863 DEFIANCE MO 63341 SFD 88.60 01 0.250 0.016
4612964 SANTA ROSA CA 95409 SFD 75.00 0.250 0.016
4613173 FORT WORTH TX 76107 SFD 66.52 0.250 0.016
4613398 PLEASANT VIEW UT 84414 SFD 69.90 0.250 0.016
4613572 NEW ORLEANS LA 70127 SFD 71.43 0.250 0.016
4613773 BLOOMFIELD HILLS MI 48301 SFD 67.08 0.250 0.016
4613829 COVINGTON LA 70433 SFD 71.05 0.250 0.016
4613958 LEOMINSTER MA 01453 SFD 73.33 0.250 0.016
4613992 ROCIADA NM 87742 SFD 60.88 0.250 0.016
4614019 HACKETTSTOWN NJ 07846 SFD 79.10 0.250 0.016
4614051 ATLANTA GA 30307 SFD 58.47 0.250 0.016
4614146 GALENA MO 65656 SFD 90.00 13 0.250 0.016
4614187 RICHMOND VA 23233 SFD 50.47 0.250 0.016
4614298 INDIANAPOLIS IN 46256 SFD 55.95 GD 2YR 0.250 0.016
4614462 REDWOOD CITY CA 94061 SFD 55.16 0.250 0.016
4614635 BELLAIRE TX 77401 SFD 80.00 0.250 0.016
4614736 NEWPORT BEACH CA 92660 PUD 75.00 0.250 0.016
4614867 IDAHO FALLS ID 83406 SFD 62.22 0.250 0.016
4614892 LOS ALTOS CA 94022 SFD 45.41 0.250 0.016
4614919 WALNUT CREEK CA 94596 SFD 88.92 06 0.250 0.016
4614981 LONG GROVE IL 60047 SFD 78.65 0.250 0.016
4615088 OLD TAPPAN NJ 07675 SFD 77.37 0.250 0.016
4615509 ROCKVILLE MD 20850 PUD 69.77 0.250 0.016
4615649 SYOSSET NY 11791 SFD 80.00 0.250 0.016
4615733 SEATTLE WA 98105 SFD 49.84 0.250 0.016
4615871 BRASELTON GA 30517 SFD 70.00 0.250 0.016
4616062 ALPHARETTA GA 30201 SFD 80.00 0.250 0.016
4616478 MIDLOTHIAN VA 23112 SFD 79.93 0.250 0.016
4616619 SCOTTSDALE AZ 85250 SFD 79.99 0.250 0.016
4616972 HOUSTON TX 77024 SFD 52.63 0.250 0.016
4617014 DOWNINGTOWN PA 19335 SFD 80.00 0.250 0.016
4617075 LAKE FOREST CA 92630 PUD 89.96 0.250 0.016
4617209 SAN ANTONIO TX 78212 SFD 70.00 0.250 0.016
4617362 SPOKANE WA 99223 SFD 64.39 0.250 0.016
4617541 BRENTWOOD TN 37027 SFD 80.00 0.250 0.016
4617688 STATEN ISLAND NY 10309 SFD 49.28 0.250 0.016
4617808 HOLMDEL NJ 07733 SFD 79.85 0.250 0.016
4617903 SAN ANTONIO TX 78256 SFD 72.08 0.250 0.016
4618156 METAIRIE LA 70006 SFD 90.00 06 0.250 0.016
4618226 EUGENE OR 97405 SFD 80.00 0.250 0.016
4618421 EDEN PRAIRIE MN 55346 SFD 61.40 0.250 0.016
4618520 DELLWOOD MN 55110 SFD 75.00 0.250 0.016
4618662 GERMANTOWN TN 38138 SFD 80.00 0.250 0.016
4618704 CHATHAM NJ 07928 SFD 65.00 0.250 0.016
4618718 FORT MYERS FL 33901 SFD 80.00 0.250 0.016
4618769 WAIMANALO HI 96795 SFD 77.42 0.250 0.016
4618817 SALT LAKE CITY UT 84105 SFD 46.08 0.250 0.016
4618994 GRAND JUNCTION CO 81505 SFD 49.54 0.250 0.016
4619071 SPRINGDALE AR 72764 SFD 56.67 0.250 0.016
4619405 WHITE BEAR LAKE MN 55110 SFD 77.33 0.250 0.016
4619434 PHOENIX AZ 85048 SFD 53.33 0.250 0.016
4619481 LIVONIA MI 48152 SFD 80.00 0.250 0.016
4619618 ALPHARETTA GA 30004 SFD 66.67 0.250 0.016
4619621 MERCER ISLAND WA 98040 SFD 68.00 0.250 0.016
4619718 NORTH ANDOVER MA 01845 SFD 66.23 0.250 0.016
4620093 CHESAPEAKE VA 23322 SFD 75.00 0.250 0.016
4620350 INDIANAPOLIS IN 46226 SFD 69.58 0.250 0.016
4620606 FLUSHING NY 11366 SFD 35.71 0.250 0.016
4620761 HOUSTON TX 77005 SFD 80.00 0.250 0.016
4620862 EUGENE OR 97401 SFD 77.67 0.250 0.016
4621000 CLOSTER NJ 07624 SFD 70.00 0.250 0.016
4621096 RIDGELAND MS 39157 SFD 70.67 0.250 0.016
4621203 BIRMINGHAM AL 35213 SFD 48.91 0.250 0.016
4621224 LOS ANGELES CA 90024 LCO 80.00 0.250 0.016
4621263 LITTLE ROCK AR 72211 SFD 52.63 0.250 0.016
4621862 DALLAS TX 75248 SFD 80.00 0.250 0.016
4622026 DEAL NJ 07723 SFD 50.00 0.250 0.016
4622052 SEMINOLE FL 33776 SFD 45.45 0.250 0.016
4622154 MAGNOLIA TX 77355 SFD 95.00 0.250 0.016
4622501 ELLICOTT CITY MD 21042 SFD 80.00 0.250 0.016
4622614 HOUSTON TX 77024 SFD 53.56 0.250 0.016
4622867 COLUMBIA SC 29223 SFD 80.00 0.250 0.016
4623425 HOUSTON TX 77024 SFD 70.00 0.250 0.016
4623504 SAN RAMON CA 94583 SFD 75.30 0.250 0.016
4623636 SANTA FE NM 87501 SFD 77.14 0.250 0.016
4623693 AGOURA HILLS CA 91301 PUD 75.95 0.250 0.016
4623714 DALLAS TX 75230 SFD 65.62 0.250 0.016
4623777 TAMPA FL 33609 SFD 80.00 0.250 0.016
4623813 GUNTERSVILLE AL 35976 SFD 75.00 0.250 0.016
4624272 ADA MI 49301 SFD 69.99 0.250 0.016
4624302 SAN CLEMENTE CA 92673 SFD 70.29 0.250 0.016
4624315 DALLAS TX 75225 SFD 66.90 0.250 0.016
4624373 WILTON CT 06897 SFD 50.00 0.250 0.016
4624708 MILPITAS CA 95035 SFD 62.38 0.250 0.016
4624973 SALINAS CA 93908 PUD 61.95 0.250 0.016
4625099 SCOTTSDALE AZ 85255 SFD 60.40 0.250 0.016
4625180 GLENVIEW IL 60025 SFD 59.96 0.250 0.016
4625334 LAKEWOOD NJ 08701 SFD 62.22 0.250 0.016
4625702 EADS TN 38028 SFD 63.96 0.250 0.016
4626112 EDMOND OK 73003 SFD 50.00 0.250 0.016
4626285 MONTGOMERY TX 77356 SFD 80.00 0.250 0.016
4626352 CINCINNATI OH 45243 SFD 50.61 0.250 0.016
4626430 SCOTTSDALE AZ 85000 SFD 79.99 0.250 0.016
4626486 LAUREL MD 20723 SFD 77.06 0.250 0.016
4626498 HEMET CA 92544 SFD 68.44 0.250 0.016
4626808 FARMINGTON CT 06032 SFD 69.70 0.250 0.016
4626991 GREENBURGH NY 10706 SFD 80.00 0.250 0.016
4627685 FAYETTEVILLE AR 72701 SFD 75.00 0.250 0.016
4627739 RIDGEFIELD CT 06877 SFD 51.33 0.250 0.016
4628205 HOLLYWOOD FL 33019 SFD 79.30 0.250 0.016
4628232 PALO ALTO CA 94301 SFD 51.54 0.250 0.016
4628249 HOUSTON TX 77079 LCO 44.44 0.250 0.016
4628273 GLENDALE CA 91201 SFD 50.00 0.250 0.016
4628282 CARMICHAEL CA 95608 SFD 50.00 0.250 0.016
4628300 ARGYLE TX 76226 SFD 80.00 0.250 0.016
4628313 LOS OLIVOS CA 93441 SFD 74.34 0.250 0.016
4628334 FALLBROOK CA 92028 SFD 64.16 0.250 0.016
4628342 DALLAS TX 75248 SFD 75.00 0.250 0.016
4628363 SUGAR LAND TX 77479 SFD 34.29 0.250 0.016
4628370 STAMFORD CT 06905 SFD 69.98 0.250 0.016
4628377 SUNNYVALE CA 94087 SFD 69.48 0.250 0.016
4628383 HOUSTON TX 77005 SFD 80.00 0.250 0.016
4628384 AUSTIN TX 78758 SFD 71.73 0.250 0.016
4628519 PEMBROKE PINES FL 33029 SFD 21.74 0.250 0.016
4628524 ORLANDO FL 32828 SFD 62.50 0.250 0.016
4628532 OXNARD CA 93030 LCO 35.29 0.250 0.016
4628539 CHATSWORTH CA 91311 SFD 64.98 0.250 0.016
4628544 OCEANRIDGE FL 33435 SFD 50.75 0.250 0.016
4628553 BOYNTON BEACH FL 33435 SFD 74.97 0.250 0.016
4629196 SCOTTSDALE AZ 85259 SFD 79.59 0.250 0.016
4629313 PORTSMOUTH NH 03801 SFD 75.00 0.250 0.016
4629899 ACWORTH GA 30101 SFD 65.00 0.250 0.016
4630140 ORANGE BEACH AL 36561 SFD 44.74 0.250 0.016
4630171 RESTON VA 22090 SFD 50.00 0.250 0.016
4630420 SUGAR LAND TX 77479 SFD 80.00 0.250 0.016
4630598 BARRINGTON IL 60010 SFD 80.00 0.250 0.016
4630683 ROCKVILLE MD 20852 SFD 75.90 0.250 0.016
4630948 DOWNERS GROVE IL 60515 SFD 85.61 33 0.250 0.016
4631026 SARATOGA CA 95070 SFD 66.39 0.250 0.016
4631270 ANAHEIM CA 92808 SFD 80.00 0.250 0.016
4631287 SANIBEL FL 33957 SFD 54.95 0.250 0.016
4631555 CLOSTER NJ 07624 SFD 77.19 0.250 0.016
4632267 BIXBY OK 74008 SFD 79.99 0.250 0.016
4632464 SAN ANTONIO TX 78248 SFD 78.55 0.250 0.016
4632782 ORINDA CA 94563 LCO 52.00 0.250 0.016
4632793 MURRIETA CA 92562 SFD 62.50 0.250 0.016
4632810 SAN DIEGO CA 92130 SFD 62.20 0.250 0.016
4632827 DUNEDIN FL 34698 SFD 48.78 0.250 0.016
4632834 SAN FRANCISCO CA 94115 LCO 80.00 0.250 0.016
4632838 VENTURA CA 93004 SFD 80.00 0.250 0.016
4632840 MONTE SERENO CA 95030 SFD 39.34 0.250 0.016
4632849 PLANO TX 75093 SFD 62.00 0.250 0.016
4632854 MIAMI FL 33134 SFD 52.63 0.250 0.016
4632864 SUNNYVALE CA 94087 SFD 65.38 0.250 0.016
4632867 REGO PARK NY 11374 SFD 57.14 0.250 0.016
4632892 COLLEYVILLE TX 76034 SFD 80.00 0.250 0.016
4632894 GLENDALE CA 91208 SFD 79.19 0.250 0.016
4632895 LAKE VILLA IL 60046 SFD 47.45 0.250 0.016
4632905 SCARSDALE NY 10583 SFD 80.00 0.250 0.016
4632906 SANTA MONICA CA 90405 SFD 39.11 0.250 0.016
4632914 IRVING TX 75063 SFD 28.06 0.250 0.016
4632921 SAN JOSE CA 95138 SFD 80.00 0.250 0.016
4632933 HOUSTON TX 77092 SFD 66.10 0.250 0.016
4632948 OLD BROOKVILLE NY 11545 SFD 55.56 0.250 0.016
4632955 WHITEHOUSE STATIO NNJ 08889 SFD 55.56 0.250 0.016
4632990 JACKSONVILLE FL 32259 SFD 68.97 0.250 0.016
4633187 ALPHARETTA GA 30201 SFD 67.57 0.250 0.016
4633317 PEBBLE BEACH CA 93953 SFD 39.71 0.250 0.016
4634266 ROLLING HILLS EST ACA 90274 SFD 80.00 GD 3YR 0.250 0.016
4634414 HINGHAM MA 02043 SFD 75.94 0.250 0.016
4636262 NASHVILLE TN 37205 SFD 73.61 0.250 0.016
4638542 SALT LAKE CITY UT 84109 SFD 36.00 0.250 0.016
4639026 CHERRY HILL NJ 08003 PUD 54.70 0.250 0.016
4641677 POST FALLS ID 83854 SFD 58.66 0.250 0.016
4642566 FREDERICK MD 21702 SFD 79.67 0.250 0.016
6354558 KAILUA-KONA HI 96740 SFD 61.54 0.250 0.016
6360261 PRINCETON NJ 08540 SFD 62.00 0.250 0.016
6404593 CASTLE ROCK CO 80104 SFD 75.00 0.250 0.016
6452560 CHARLOTTE NC 28211 SFD 42.81 0.250 0.016
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1997-15 Exhibit F-3 (Part A)
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
<TABLE>
<CAPTION>
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4555810 BRADENTON FL 34202 SFD 8.375 8.109 $2,809.47 171 1-Jan-11 $270,256.39
4558301 NEW YORK NY 10013 COP 7.750 7.484 $1,477.81 180 1-Jan-11 $147,131.11
4570414 INDIAN HARBOUR BEACH FL 32937 SFD 8.500 8.234 $3,742.02 180 1-Dec-11 $370,274.61
4573805 KENNESAW GA 30144 SFD 8.000 7.734 $4,625.36 180 1-Jan-12 $472,545.86
4582749 AURORA CO 80015 SFD 7.250 7.234 $2,966.81 180 1-Jun-12 $321,971.97
4602424 CINCINNATI OH 45215 SFD 8.125 7.859 $3,851.53 180 1-Jul-12 $397,705.86
4614202 POWELL OH 43065 SFD 7.625 7.359 $3,082.63 180 1-Aug-12 $329,014.25
4618310 HENDERSONVILLE TN 37075 SFD 7.750 7.484 $2,364.96 180 1-Jun-12 $249,008.68
4618317 PLANTATION FL 33323 SFD 8.000 7.734 $2,165.03 180 1-Jul-12 $225,236.24
4619081 SOUTH MIAMI FL 33143 SFD 7.750 7.484 $2,522.62 180 1-Jun-12 $265,609.26
4619093 TAMPA FL 33629 SFD 7.875 7.609 $2,371.12 180 1-Jun-12 $247,794.11
4620219 AUGUSTA GA 30904 SFD 7.750 7.484 $2,177.17 180 1-Jul-12 $229,928.87
4621196 NAPLES FL 34109 SFD 7.625 7.359 $2,184.93 180 1-Jun-12 $229,866.37
4622900 BRENTWOOD TN 37027 SFD 7.750 7.484 $2,146.11 180 1-Jul-12 $226,648.43
4622953 BOCA RATON FL 33431 SFD 8.000 7.734 $2,866.96 180 1-Jul-12 $298,260.30
4624480 MASON OH 45040 SFD 8.000 7.734 $2,500.95 180 1-Jun-12 $258,555.19
4625098 PARKLAND FL 33076 SFD 7.000 6.734 $3,721.15 180 1-Jul-12 $411,380.08
4625103 FORT LAUDERDALE FL 33308 SFD 7.875 7.609 $2,845.35 180 1-Jul-12 $297,234.48
4625107 PARADISE VALLEY AZ 85253 SFD 8.125 7.859 $4,236.69 180 1-Jul-12 $437,476.44
4625113 CINCINNATI OH 45246 SFD 7.875 7.609 $2,493.44 180 1-Jul-12 $261,096.35
4625120 MT AIRY MD 21771 SFD 7.625 7.359 $2,975.20 180 1-Jul-12 $316,591.16
4625124 CARLSBAD CA 92009 SFD 7.875 7.609 $2,845.35 180 1-Jul-12 $298,241.05
4625640 BOCA RATON FL 33496 SFD 7.875 7.609 $2,560.82 180 1-Jul-12 $268,416.94
4625648 ADVANCE NC 27006 SFD 8.000 7.734 $2,628.04 180 1-Jun-12 $272,599.95
4625658 TARRYTOWN NY 10591 SFD 8.000 7.734 $2,866.95 180 1-Jul-12 $298,260.32
4625662 HARDING TONWSHIP NJ 07960 SFD 7.750 7.484 $4,800.50 180 1-Jul-12 $506,976.77
4625667 ATLANTA GA 30327 SFD 7.625 7.359 $2,760.35 180 1-Jul-12 $293,549.96
4625671 SEATTLE WA 98105 SFD 8.000 7.734 $2,881.30 180 1-Jul-12 $299,751.59
4625680 NAPLES FL 34108 HCO 8.250 7.984 $2,861.92 180 1-Jul-12 $293,326.68
4625974 GERMANTOWN TN 38139 SFD 8.250 7.984 $2,910.42 180 1-Jun-12 $297,438.68
4626283 DELRAY BEACH FL 33483 PUD 8.125 7.859 $2,720.15 180 1-Jul-12 $280,879.75
4626318 DATAW ISLAND SC 29920 SFD 7.875 7.609 $2,412.86 180 1-Aug-12 $253,656.64
4626326 RUMSON NJ 07760 SFD 8.125 7.859 $4,814.41 180 1-Jul-12 $371,285.99
4627074 GAINESVILLE GA 30504 SFD 7.000 6.734 $1,928.89 180 1-Jan-12 $209,071.66
4627086 ORLANDO FL 32836 SFD 8.000 7.734 $2,499.99 180 1-Aug-12 $260,844.01
4628504 CHICAGO IL 60610 LCO 7.625 7.359 $2,802.39 180 1-Jun-12 $297,294.47
4629710 RALEIGH NC 27613 SFD 7.625 7.359 $2,417.06 180 1-Jul-12 $257,199.25
4641978 SAN ANTONIO TX 78248 SFD 7.250 6.984 $2,282.16 180 1-Aug-12 $249,228.26
$11,271,607.98
COUNT: 38
WAC: 7.850535288
WAM: 176.6211375
WALTV: 66.79277728
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE
- ------ ---- ----- ---- ---- --- ------- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4555810 BRADENTON FL 34202 SFD 79.98 0.250 0.016
4558301 NEW YORK NY 10013 COP 34.89 0.250 0.016
4570414 INDIAN HARBOUR BEACH FL 32937 SFD 80.00 0.250 0.016
4573805 KENNESAW GA 30144 SFD 78.06 0.250 0.016
4582749 AURORA CO 80015 SFD 53.72 0.250 0.016
4602424 CINCINNATI OH 45215 SFD 75.47 0.250 0.016
4614202 POWELL OH 43065 SFD 57.39 0.250 0.016
4618310 HENDERSONVILLE TN 37075 SFD 79.99 0.250 0.016
4618317 PLANTATION FL 33323 SFD 89.98 11 0.250 0.016
4619081 SOUTH MIAMI FL 33143 SFD 80.00 0.250 0.016
4619093 TAMPA FL 33629 SFD 47.62 0.250 0.016
4620219 AUGUSTA GA 30904 SFD 90.00 11 0.250 0.016
4621196 NAPLES FL 34109 SFD 73.09 0.250 0.016
4622900 BRENTWOOD TN 37027 SFD 80.00 0.250 0.016
4622953 BOCA RATON FL 33431 SFD 55.56 0.250 0.016
4624480 MASON OH 45040 SFD 69.98 0.250 0.016
4625098 PARKLAND FL 33076 SFD 64.69 0.250 0.016
4625103 FORT LAUDERDALE FL 33308 SFD 33.33 0.250 0.016
4625107 PARADISE VALLEY AZ 85253 SFD 80.00 0.250 0.016
4625113 CINCINNATI OH 45246 SFD 72.82 0.250 0.016
4625120 MT AIRY MD 21771 SFD 65.00 0.250 0.016
4625124 CARLSBAD CA 92009 SFD 69.77 0.250 0.016
4625640 BOCA RATON FL 33496 SFD 55.10 0.250 0.016
4625648 ADVANCE NC 27006 SFD 55.00 0.250 0.016
4625658 TARRYTOWN NY 10591 SFD 46.15 0.250 0.016
4625662 HARDING TONWSHIP NJ 07960 SFD 53.13 0.250 0.016
4625667 ATLANTA GA 30327 SFD 36.94 0.250 0.016
4625671 SEATTLE WA 98105 SFD 90.00 06 0.250 0.016
4625680 NAPLES FL 34108 HCO 79.95 0.250 0.016
4625974 GERMANTOWN TN 38139 SFD 41.38 0.250 0.016
4626283 DELRAY BEACH FL 33483 PUD 79.24 0.250 0.016
4626318 DATAW ISLAND SC 29920 SFD 80.00 0.250 0.016
4626326 RUMSON NJ 07760 SFD 69.44 0.250 0.016
4627074 GAINESVILLE GA 30504 SFD 67.06 0.250 0.016
4627086 ORLANDO FL 32836 SFD 80.00 0.250 0.016
4628504 CHICAGO IL 60610 LCO 39.63 0.250 0.016
4629710 RALEIGH NC 27613 SFD 79.99 0.250 0.016
4641978 SAN ANTONIO TX 78248 SFD 73.55 0.250 0.016
</TABLE>
NASCOR
NMI / 1997-15 Exhibit F-3 (Part B)
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
------ -------- ------
4555810 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4558301 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4570414 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4573805 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4582749 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4602424 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4614202 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4618310 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4618317 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4619081 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4619093 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4620219 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4621196 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4622900 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4622953 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4624480 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4625098 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625103 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625107 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625113 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625120 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625124 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625640 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625648 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625658 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625662 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625667 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625671 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625680 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4625974 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4626283 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4626318 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4626326 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4627074 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4627086 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4628504 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4629710 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4641978 CIMARRON MORTGAGE COMPANY CIMARRON MORTGAGE COMPANY
COUNT: 38
WAC: 7.850535288
WAM: 176.6211375
WALTV: 66.79277728
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: -----------------------------
Servicer
Loan No.: -----------------------------
Custodian/Trust Administrator
Name: -----------------------------
Address: -----------------------------
-----------------------------
Custodian/Trust Administrator
Mortgage File No.: -----------------------------
Seller
Name: -----------------------------
Address: -----------------------------
-----------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 1997-15
The undersigned Master Servicer hereby acknowledges that it has received
from First Union National Bank, as Trust Administrator for the Holders of
Mortgage Pass-Through Certificates, Series 1997-15, 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 September 29, 1997 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
United States Trust Company of New York, as Trustee.
( ) Promissory Note dated --------------, 199--, in the original principal
sum of $-----------, made by --------------------, payable to, or endorsed
to the order of, the Trustee.
( ) Mortgage recorded on --------------------- as instrument no.
-------------- in the County Recorder's Office of the County of
--------------------, State of ----------------------- in book/reel/docket
-------------------- of official records at page/image ------------.
( ) Deed of Trust recorded on -------------------- as instrument no.
----------------- in the County Recorder's Office of the County of
-------------------, State of ----------------- in book/reel/docket
-------------------- of official records at page/image ------------.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
------------------------------ as instrument no. -------------- in the
County Recorder's Office of the County of ----------------------, State of
--------------------- in book/reel/docket -------------------- of official
records at page/image ------------.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as
follows:
(1) The Master Servicer shall hold and retain possession of
the Documents in trust for the benefit of the Trustee, solely for the
purposes provided in the Agreement.
(2) The Master Servicer shall not cause or permit the
Documents to become subject to, or encumbered by, any claim, liens,
security interest, charges, writs of attachment or other impositions
nor shall the Master Servicer assert or seek to assert any claims or
rights of setoff to or against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the
Trust Administrator when the need therefor no longer exists, unless the
Mortgage Loan relating to the Documents has been liquidated and the
proceeds thereof have been remitted to the Certificate Account and
except as expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any
proceeds of proceeds, coming into the possession or control of the
Master Servicer shall at all times be earmarked for the account of the
Trust Administrator, on behalf of the Trustee, and the Master Servicer
shall keep the Documents and any proceeds separate and distinct from
all other property in the Master Servicer's possession, custody or
control.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By: --------------------------
Title: ------------------------
Date: --------------, 19--
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4)OF THE INTERNAL
REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA
INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"),
a [description of type of entity] duly organized and existing under the laws of
the [State of ] [United States], on behalf of which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1997-15, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from taxation under the Code unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan subject to
the fiduciary provisions of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and/or Code Section 4975 or any governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
which is, to a material extent, similar to the foregoing provisions of ERISA or
the Code (collectively, a "Plan") or a Person acting on behalf of or investing
the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class A-R Certificate as they
become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class A-R Certificate in excess of cash flows generated by the
Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to any
person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a
U.S. Person (a "Non-U.S. Person") that holds the Class A-R Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trust Administrator with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes. "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 ending after August 20,
1996, if the trustee has made an applicable election), a court within the United
States is able to exercise primary supervision over the administration of such
trust, and one or more 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 Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the REMIC pursuant to Section 3.01
of the Pooling and Servicing Agreement, and if such designation is not permitted
by the Code and applicable law, to act as tax matters person if requested to do
so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this --- day of , 19 --.
[NAME OF PURCHASER]
By:--------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this -- day of ----------, 19 --.
- -----------------------------
NOTARY PUBLIC
COUNTY OF--------------------
STATE OF---------------------
My commission expires the -- day of ----------, 19--.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1997-15, Class A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-15
CLASS [A-WIO][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 1997-15, Class
[A-WIO][B-3][B-4][B-5] Certificates (the "Class [A-WIO][B-3][B-4][B-5]
Certificates") in the principal amount of $-----------. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of September 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"), First Union National Bank, as trust administrator (the "Trust
Administrator") and United States Trust Company of New York, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-15.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which the Purchaser
is organized, is authorized to invest in the Class
[A-WIO][B-3][B-4][B-5] Certificates, and to enter into this Agreement,
and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class
[A-WIO][B-3][B-4][B-5] Certificates for its own account as principal
and not with a view to the distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business
matters and is capable of evaluating the merits and risks of an
investment in the Class [A-WIO][B-3][B-4][B-5] Certificates; the
Purchaser has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision; and the
Purchaser is able to bear the economic risk of an investment in the
Class [A-WIO][B-3][B-4][B-5] Certificates and can afford a complete
loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and
reviewed a copy of the Private Placement Memorandum dated
-------------, -------, relating to the Class [A-WIO][B-3][B-4][B-5]
Certificates and reviewed, to the extent it deemed appropriate, the
documents attached thereto or incorporated by reference therein, (b) it
has had the opportunity to ask questions of, and receive answers from
NASCOR concerning the Class [A-WIO][B-3][B-4][B-5] Certificates and all
matters relating thereto, and obtain any additional information
(including documents) relevant to its decision to purchase the Class
[A-WIO][B-3][B-4][B-5] Certificates that NASCOR possesses or can
possess without unreasonable effort or expense and (c) it has
undertaken its own independent analysis of the investment in the Class
[A-WIO][B-3][B-4][B-5] Certificates. The Purchaser will not use or
disclose any information it receives in connection with its purchase of
the Class [A-WIO][B-3][B-4][B-5] Certificates other than in connection
with a subsequent sale of Class [A-WIO][B-3][B-4][B-5] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan
or other retirement arrangement subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), or a governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law") which is, to
a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or
a person utilizing the assets of a Plan or (ii) [for Class
[B-3][B-4][B-5] Certificates only] if the Purchaser is an insurance
company, the source of funds used to purchase the Class [B-3][B-4][B-5]
Certificate is an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60
("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995) and there is no Plan
with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and
all other Plans maintained by the same employer (or affiliate thereof
as defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section
I(a) of PTE 95-60) at the date of acquisition or (iii) the Purchaser
has provided (a) a "Benefit Plan Opinion" satisfactory to NASCOR and
the Trust Administrator of the Trust Estate and (b) such other opinions
of counsel, officers' certificates and agreements as NASCOR or the
Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject
to the prohibited transaction provisions of ERISA, the Code or Similar
Law and will not subject the Trust Administrator, the Trustee, the
Seller or the Master Servicer to any obligation in addition to those
undertaken in the Pooling and Servicing Agreement (including any
liability for civil penalties or excise taxes imposed pursuant to
ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to
the jurisdiction of the Office of the Comptroller of the Currency
("OCC"), the Board of Governors of the Federal Reserve System ("FRB"),
the Federal Deposit Insurance Corporation ("FDIC"), the Office of
Thrift Supervision ("OTS") or the National Credit Union Administration
("NCUA"), the Purchaser has reviewed the "Supervisory Policy Statement
on Securities Activities" dated January 28, 1992 of the Federal
Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA
(with modifications as applicable), as appropriate, other applicable
investment authority, rules, supervisory policies and guidelines of
these agencies and, to the extent appropriate, state banking
authorities and has concluded that its purchase of the Class
[A-WIO][B-3][B-4][B-5] Certificates is in compliance therewith.
Section 3. Transfer of Class [A-WIO][B-3][B-4][B-5] Certificates.
(a) The Purchaser understands that the Class
[A-WIO][B-3][B-4][B-5] Certificates have not been registered under the
Securities Act of 1933 (the "Act") or any state securities laws and
that no transfer may be made unless the Class [A-WIO][B-3][B-4][B-5]
Certificates are registered under the Act and applicable state law or
unless an exemption from registration is available. The Purchaser
further understands that neither NASCOR, the Master Servicer nor the
Trust Administrator is under any obligation to register the Class
[A-WIO][B-3][B-4][B-5] Certificates or make an exemption available. In
the event that such a transfer is to be made in reliance upon an
exemption from the Act or applicable state securities laws, (i) the
Trust Administrator shall require, in order to assure compliance with
such laws, that the Certificateholder's prospective transferee certify
to NASCOR and the Trust Administrator as to the factual basis for the
registration or qualification exemption relied upon, and (ii) unless
the transferee is a "Qualified Institutional Buyer" within the meaning
of Rule 144A of the Act, the Trust Administrator or NASCOR may, if such
transfer is made within three years from the later of (a) the Closing
Date or (b) the last date on which NASCOR or any affiliate thereof was
a holder of the Certificates proposed to be transferred, require an
Opinion of Counsel that such transfer may be made pursuant to an
exemption from the Act and state securities laws, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Master
Servicer or NASCOR. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the
Trust Administrator, the Master Servicer, any Paying Agent acting on
behalf of the Trust Administrator and NASCOR against any liability that
may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
(b) No transfer of a Class [A-WIO][B-3][B-4][B-5] Certificate
shall be made unless the transferee provides NASCOR and the Trust
Administrator with a Transferee's Letter, substantially in the form of
this Agreement.
(c) The Purchaser acknowledges that its Class
[A-WIO][B-3][B-4][B-5] Certificates bear a legend setting forth the
applicable restrictions on transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: ------------------------------
Its: ------------------------------
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-15
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 1997-15, 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 September 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"), First Union National Bank, as trust administrator (the "Trust
Administrator"), and United States Trust Company of New York, as trustee (the
"Trustee") of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-15.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to the NASCOR,
the Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), or a governmental plan, as defined in Section 3(32) of ERISA,
subject to any federal, state or local law ("Similar Law") which is, to
a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or
a person utilizing the assets of a Plan or (ii) if the Purchaser is an
insurance company, the source of funds used to purchase the Class [M]
[B-1] [B-2] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995) and
there is no Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer
(or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization, exceed 10% of the total of all reserves
and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition or (iii)
the Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to
NASCOR and the Trust Administrator of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as
NASCOR or the Master Servicer may have required. A Benefit Plan Opinion
is an opinion of counsel to the effect that the proposed transfer will
not cause the assets of the Trust Estate to be regarded as "plan
assets" and subject to the prohibited transaction provisions of ERISA,
the Code or Similar Law and will not subject the Trust Administrator,
the Trustee, the Seller or the Master Servicer to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement
(including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: -----------------------------
Its: -----------------------------
[Reserved]
<PAGE>
EXHIBIT L
Norwest Mortgage, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
Cimarron Mortgage Corporation Servicing Agreement
Suntrust Mortgage, Inc. Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
First Bank National Association Servicing Agreement
FT Mortgage Companies Servicing Agreement
Citicorp 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 holder of the entire interest in Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1997-15,
Class ---- (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of September 29, 1997
among Norwest Asset Securities Corporation, as Seller ("NASCOR"), Norwest Bank
Minnesota, National Association, as Master Servicer, First Union National Bank,
as Trust Administrator and United States Trust Company of New York, as Trustee.
------------------------ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
P-1 by Moody's Investors Service, Inc. ("Moody's") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least Aa2 by Moody's
or AA by S&P, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least P-1 by Moody's or A-1 by S&P or (z) the depository institution or trust
company is one that is acceptable to either Moody's or S&P and, for each of the
preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) 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 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 the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) 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 the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) 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 direct (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 the 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 be provided only to the
extent (i) it is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise 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 if 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, applicable law or the related mortgage note. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this subsection) shall be
released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than the
delay in Commencement of Foreclosure as provided herein). If and when the
Purchaser shall notify the Company that it believes that it is appropriate to do
so, the related Servicer may proceed with the Commencement of Foreclosure. In
any event, if the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (I) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
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, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the related Servicer shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, the Company shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate (i)
at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon 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 1997-15. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
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Attention:--------------------
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, NASCOR,
and 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:
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Name:
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Title:
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By:
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Name:
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Title:
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