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: October 30, 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 October 30, 1997, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1997-17, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-9, Class A-10, Class A-11, Class A-12, Class A-R, Class A-LR, Class
M, Class B-1 and Class B-2 (the "Offered Certificates"), having an aggregate
original principal balance of $301,326,200. The Offered Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of October 30, 1997,
among the Registrant, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer" or "Norwest Bank") and First Union National
Bank, as trustee (the "Agreement"), a copy of which is filed as an exhibit
hereto. Mortgage Pass-Through Certificates, Series 1997-17, Class A-8, Class
B-3, Class B-4 and Class B-5, having an aggregate initial principal balance of
$48,177,582.19 (the "Private Certificates" and, together with the Class A-PO and
Class A-WIO Certificates and Offered Certificates, the "Certificates"), were
also issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 86.24% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
which may include loans secured by shares issued by cooperative housing
corporations. The remaining undivided interests in the Trust Estate are
evidenced by the Class A-PO and Class A-WIO Certificates and Private
Certificates, distributions on which (other than with respect to the Class A-8,
Class A-PO and Class A-WIO Certificates) are subordinated to distributions on
the Offered Certificates.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for
federal income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6 and Class A-7 Certificates, the Class A-8 PO Component, Class A-8 Scheduled
Accrual Component, Class A-8 IO A Component, Class A-8 IO B Component and Class
A-8 IO C Component, the Class A-9, Class A-10, Class A-11, Class A-12, Class
A-PO, Class A-WIO, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates will be treated as "regular interests" in the Upper-Tier REMIC
and the Class A-R and Class A-LR Certificate will be treated as the "residual
interests" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing
Agreement, dated as of
October 30, 1997, among
Norwest Asset Securities
Corporation, Norwest Bank
Minnesota, National
Association and First Union
National Bank, as trustee.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
October 30, 1997
/s/ Patrick Greene
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Patrick Greene
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 October 30, 1997
among Norwest Asset Securities
Corporation, Norwest Bank Minnesota,
National Association and First Union
National Bank, as trustee.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of October 30, 1997
$350,005,093.03
Mortgage Pass-Through Certificates
Series 1997-17
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<PAGE>
TABLE OF CONTENTS
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 Trustee.
Section 2.03. Representations and Warranties of the Master Servicer and
the Seller.
Section 2.04. Execution and Delivery of Certificates.
Section 2.05. Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date.
ARTICLE III
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 Trustee.
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage Loan Files.
Section 3.05. Reports to the Trustee; Annual Compliance Statements.
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements, Modification of Standard
Provisions.
Section 3.08. Oversight of Servicing.
Section 3.09. Termination and Substitution of Servicing Agreements.
Section 3.10. 1934 Act Reports.
ARTICLE IV
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 Trustee and
the Seller.
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations and
Actions of Master Servicer.
ARTICLE V
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 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. Trustee to Act; Appointment of Successor.
Section 7.06. Notification to Certificateholders.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
Section 8.03. Trustee not Required to Make Investigation.
Section 8.04. Trustee not Liable for Certificates or Mortgage Loans.
Section 8.05. Trustee May Own Certificates.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
Section 8.07. Eligibility Requirements.
Section 8.08. Resignation and Removal.
Section 8.09. Successor.
Section 8.10. Merger or Consolidation.
Section 8.11. Authenticating Agent.
Section 8.12. Separate Trustees and Co-Trustees.
Section 8.13. Appointment of Custodians.
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
Section 8.15. Monthly Advances.
ARTICLE IX
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 Class A-4 Notional Amount.
Section 11.08. Original Component Principal Balance.
Section 11.09. Original Subordinated Percentage.
Section 11.10. Original Class M Percentage.
Section 11.11. Original Class M Principal Balance.
Section 11.12. Original Class M Fractional Interest.
Section 11.13. Original Class B-1 Percentage.
Section 11.14. Original Class B-2 Percentage.
Section 11.15. Original Class B-3 Percentage.
Section 11.16. Original Class B-4 Percentage.
Section 11.17. Original Class B-5 Percentage.
Section 11.18. Original Class B Principal Balance.
Section 11.19. Original Class B Subclass Principal Balances.
Section 11.20. Original Class B-1 Fractional Interest.
Section 11.21. Original Class B-2 Fractional Interest.
Section 11.22. Original Class B-3 Fractional Interest.
Section 11.23. Original Class B-4 Fractional Interest.
Section 11.24. Closing Date.
Section 11.25. Right to Purchase.
Section 11.26. Wire Transfer Eligibility.
Section 11.27. Single Certificate.
Section 11.28. Servicing Fee Rate.
Section 11.29. Master Servicing Fee Rate.
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certifiacte
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-WIO - Form of Face of Class A-WIO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT C - Form of Face of Class M Certificate
EXHIBIT D - Form of Reverse of Series 1997-17 Certificates
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage from locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced
by Norwest Mortgage in Frederick Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-8] [A-PO][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 October 30, 1997
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION NATIONAL
BANK, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and the Class M
Certificates or any Class B Subclass, the greater of (A) zero and (B) (i) the
principal balance of such Class or Subclass with respect to such Distribution
Date minus (ii) the Adjustment Amount for such Distribution Date less, with
respect to the Class M Certificates, the Class B Principal Balance or, with
respect to any Class B Subclass, the Class B Subclass Principal Balances for any
Class B Subclasses with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance, Class M Principal Balance and Class B
Principal Balance as of the related Determination Date and (B) the sum of (i)
the sum of the Class A Principal Balance, Class M Principal Balance and Class B
Principal Balance as of the Determination Date succeeding such Distribution
Date, (ii) the principal portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Certificates with respect
to such Distribution Date and (iii) the aggregate amount that would have been
distributed to all Classes as principal in accordance with Section 4.01(a)(i)
for such Distribution Date without regard to the provisos in the definitions of
Class M Optimal Principal Amount, Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount and Class B-5 Optimal Principal Amount.
Aggregate Current Bankruptcy Losses: With respect to any Distribution
Date, the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in
the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11. There shall initially be no Authenticating Agent for
the Certificates.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal $100,000
minus the aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates or, following the reduction of the Class B Principal Balance to
zero, solely to the Class M Certificates in accordance with Section 4.02(a)
since the Cut-Off Date. As of any Distribution Date on or after the first
anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a) the
Bankruptcy Loss Amount calculated as of the close of business on the Business
Day immediately preceding the most recent anniversary of the Cut-Off Date
coinciding with or preceding such Distribution Date (the "Relevant Anniversary")
and (b) such lesser amount which, as determined on the Relevant Anniversary will
not cause any rated Certificates to be placed on credit review status (other
than for possible upgrading) by either Rating Agency minus (2) the aggregate
amount of Bankruptcy Losses allocated solely to the Class B Certificates or,
following the reduction of the Class B Principal Balance to zero, solely to the
Class M Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary. On and after the Cross-Over Date the Bankruptcy Loss Amount shall
be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates or Class A-12 Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates, Class M Certificates or
Class B Certificates.
Certificate Account: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i) variations
in the Percentage Interest evidenced thereby and (ii) in the case of the Class A
Certificates and Class B Certificates, variations in Subclass designation and
other Subclass characteristics.
Class A Certificate: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-PO Certificates, Class A-WIO
Certificates, Class A-R Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class A Certificates pursuant to
Paragraphs first, second, third and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Class A Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the sum of (i) the Class A Subclass Principal Balances of the Class A
Certificates (other than the Class A-8 and Class A-9 Certificates), (ii) the
Component Principal Balance of the Class A-8 PO Component, (iii) the lesser of
the Component Principal Balance of the Class A-8 Scheduled Accrual Component and
the Original Component Principal Balance of the Class A-8 Scheduled Accrual
Component and (iv) the lesser of the Class A Subclass Principal Balance of the
Class A-9 Certificates and the Original Class A Subclass Principal Balance of
the Class A-9 Certificates.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the sum
of the Class A Subclass Unpaid Interest Shortfalls for each Class A Subclass and
(iii) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Class A Subclasses pursuant to
Paragraph third clause (A) of Section 4.01(a)(i).
Class A Non-PO Principal Balance: As of any date, an amount equal to the
Class A Principal Balance less the Class A Subclass Principal Balance of the
Class A-PO Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution Date,
the sum of (i) the Class A-8 Scheduled Accrual Component Distribution Amount, if
any, with respect to such Distribution Date, (ii) the Class A-9 Accrual
Distribution Amount, if any, with respect to such Distribution Date and (iii)
the Class A Non-PO Principal Amount with respect to such Distribution Date.
Class A Percentage: As to any Distribution Date occurring on or prior to
the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in October 2002, 100%. As to any Distribution
Date subsequent to October 2002 to and including the Distribution Date in
October 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 October 2003 to and including the Distribution Date in
October 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 October 2004 to and including the Distribution Date in
October 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 October 2005 to and including the Distribution Date in
October 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 October 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 October
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 November 2002 and October 2003, (2) 35% of the Original Subordinated
Principal Balance if such Distribution Date occurs between and including
November 2003 and October 2004, (3) 40% of the Original Subordinated Principal
Balance if such Distribution Date occurs between and including November 2004 and
October 2005, (4) 45% of the Original Subordinated Principal Balance if such
Distribution Date occurs between and including November 2005 and October 2006,
and (5) 50% of the Original Subordinated Principal Balance if such Distribution
Date occurs during or after November 2006. With respect to any Distribution Date
on which the Class A Prepayment Percentage is reduced below the Class A
Prepayment Percentage for the prior Distribution Date, the Master Servicer shall
certify to the Trustee, based upon information provided by each Servicer as to
the Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Class A Principal Balance: As of any date, an amount equal to the sum of
the Class A Subclass Principal Balances for the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-PO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Subclass: Any of the Subclasses of Class A Certificates consisting
of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class
A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-PO
Certificates, Class A-WIO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and any
Class A Subclass (other than the Class A-4, Class A-8, Class A-9, Class A-WIO
and Class A-PO Certificates), the amount distributable to such Class A Subclass
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a)(i).
As to the Class A-8 Certificates, the sum of (a) (i) as to any Distribution Date
prior to the Class A-8 Scheduled Accrual Component Accretion Termination Date,
the amount distributable to the Class A-8 Certificates with respect to the Class
A-8 Scheduled Accrual Component pursuant to the provisos in Paragraphs first and
second of Section 4.01(a)(i) and Paragraph third clause (A) of Section
4.01(a)(i), and (ii) as to any Distribution Date on or after the Class A-8
Scheduled Accrual Component Accretion Termination Date, the amount distributable
to the Class A-8 Certificates with respect to the Class A-8 Scheduled Accrual
Component pursuant to Paragraphs first, second and third clause (A) of Section
4.01(a)(i), (b) the amount distributable to the Class A-8 Certificates with
respect to the IO Components pursuant to Paragraphs first and second of Section
4.01(a)(i) and (c) the amount distributable to the Class A-8 Certificates with
respect to the Class A-8 PO Component pursuant to Paragraph third clause (A) of
Section 4.01(a)(i). As to the Class A-9 Certificates, (a) as to any Distribution
Date prior to the Class A-9 Accretion Termination Date, the amount distributable
to the Class A-9 Certificates pursuant to the provisos in Paragraphs first and
second of Section 4.01(a)(i) and Paragraph third clause (A) of Section
4.01(a)(i) and (b) as to any Distribution Date on or after the Class A-9
Accretion Termination Date, the amount distributable to the Class A-9
Certificates pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a)(i). As to the Class A-4 and Class A-WIO Certificates, the amount
distributable to such Class A Subclass pursuant to Paragraphs first and second
of Section 4.01(a)(i). As to the Class A-PO Certificates, the amount
distributable pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a)(i)
Class A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class A Subclass (other than the Class A-4, Class A-8, Class A-PO and Class
A-WIO Certificates), (i) the product of (a) 1/12th of the Class A Subclass
Pass-Through Rate for such Class A Subclass and (b) the Class A Subclass
Principal Balance of such Class A Subclass as of the Determination Date
preceding such Distribution Date minus (ii) the Class A Subclass Interest
Percentage of such Class A Subclass of (x) any Non-Supported Interest Shortfall
allocated to the Class A Certificates with respect to such Distribution Date,
(y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class A Certificates with
respect to such Distribution Date pursuant to Section 4.02(e) and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e). As
to the Class A-8 Certificates, the sum of the Component Interest Accrual Amounts
for the Class A-8 Scheduled Accrual Component and the IO Components. As to any
Distribution Date and the Class A-4 Certificates, the Class A-4 Interest Accrual
Amount. As to any Distribution Date and the Class A-WIO Certificates, the Class
A-WIO Interest Accrual Amount. The Class A-PO Certificates have no Class A
Subclass Interest Accrual Amount.
Class A Subclass Interest Percentage: As to any Distribution Date and any
Class A Subclass (other than the Class A-PO Certificates), the percentage
calculated by dividing the Class A Subclass Interest Accrual Amount of such
Class A Subclass (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Class A Subclass Interest Accrual Amount
and each Component Interest Accrual Amount).
Class A Subclass Interest Shortfall Amount: As to any Distribution Date
and any Subclass of Class A Certificates, any amount by which the Class A
Subclass Interest Accrual Amount of such Class A Subclass with respect to such
Distribution Date exceeds the amount distributed in respect of such Class A
Subclass on such Distribution Date pursuant to Paragraph first of Section
4.01(a)(i) including (i) in the case of the Class A-8 Certificates with respect
to the Class A-8 Scheduled Accrual Component prior to the Class A-8 Scheduled
Accrual Component Accretion Termination Date, the amount included in the Class
A-8 Scheduled Accrual Component Distribution Amount pursuant to clause (i) of
the definition thereof and (ii) in the case of the Class A-9 Certificates prior
to the Class A-9 Accretion Termination Date, the amount included in the Class
A-9 Accrual Distribution Amount pursuant to clause (i) of the definition
thereof.
Class A Subclass Interest Shortfall Percentage: As to any Distribution
Date and Class A Subclass, the percentage calculated by dividing the Class A
Subclass Unpaid Interest Shortfall for such Class A Subclass by the Class A
Unpaid Interest Shortfall, in each case determined as of the Business Day
preceding the applicable Distribution Date.
Class A Subclass Loss Percentage: As to any Determination Date and any
Subclass of Class A Certificates (other than the Class A-4, Class A-8, Class
A-PO and Class A-WIO Certificates) then outstanding, the percentage calculated
by dividing the Class A Subclass Principal Balance of such Subclass (or, in the
case of the Class A-9 Certificates, the Original Class A Subclass Principal
Balance of such Subclass, if lower) by the Class A Loss Denominator (determined
without regard to any such Class A Subclass Principal Balance of any Class A
Subclass (other than the Class A-8 Certificates) or Component Principal Balance
of the Class A-8 Scheduled Accrual Component or Class A-8 PO Component not then
outstanding), in each case determined as of the preceding Determination Date.
Class A Subclass Pass-Through Rate: As to the Class A-5, Class A-10, Class
A-R and Class A-LR Certificate, the Class A Fixed Pass-Through Rate. As to the
Class A-1, Class A-2 and Class A-3 Certificates, 6.750% per annum. As to the
Class A-4 and Class A-9 Certificates, 7.500% per annum. As to the Class A-6 and
Class A-11 Certificates, 7.150% per annum. As to the Class A-7 and Class A-12
Certificates, 8.000% per annum. As to the Class A-WIO Certificates the Class
A-WIO Pass-Through Rate. The Class A-8 Certificates have no Class A Subclass
Pass-Through Rate. The Class A-PO Certificates are not entitled to interest and
have no Class A Subclass Pass-Through Rate.
Class A Subclass Principal Balance: As of the first Determination Date and
as to any Class A Subclass (other than the Class A-4, Class A-8 and Class A-WIO
Certificates), the Original Class A Subclass Principal Balance of such Class A
Subclass. As of any subsequent Determination Date prior to the Cross-Over Date
and as to any Class A Subclass (other than the Class A-4, Class A-8, Class A-PO
and Class A-WIO Certificates), the Original Class A Subclass Principal Balance
of such Class A Subclass (increased in the case of the Class A-9 Certificates by
the Class A-9 Principal Accretion Amounts with respect to prior Distribution
Dates) less the sum of (a) all amounts previously distributed in respect of such
Class A Subclass on prior Distribution Dates (A) pursuant to Paragraph third
clause (A) of Section 4.01(a)(i) (B) as a result of a Principal Adjustment, (C),
if applicable, from the Class A-8 Scheduled Accrual Component Distribution
Amounts for such prior Distribution Dates and (D), if applicable, from the Class
A-9 Accrual Distribution Amounts for such prior Distribution Dates and (b) the
Realized Losses allocated through such Determination Date to such Class A
Subclass pursuant to Section 4.02(b). After the Cross-Over Date, each such Class
A Subclass Principal Balance will also be reduced on each Determination Date by
an amount equal to the product of the Class A Subclass Loss Percentage of such
Class A Subclass and the excess, if any, of (i) the Class A Non-PO Principal
Balance as of such Determination Date without regard to this sentence over (ii)
the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date. As to the Class A-8 Certificates, the sum of the
Component Principal Balances of the Class A-8 PO Component and Class A-8
Scheduled Accrual Component. The Class A-4 and Class A-WIO Certificates will not
have Class A Subclass Principal Balances.
As of any subsequent Determination Date prior to the Cross-Over Date and
as to the Class A-PO Certificates, the Original Class A Subclass Principal
Balance of such Class A Subclass less the sum of (a) all amounts previously
distributed in respect of the Class A-PO Certificates on prior Distribution
Dates pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a)(i)
and (b) the Realized Losses allocated through such Determination Date to the
Class A-PO Certificates pursuant to Section 4.02(b). After the Cross-Over Date,
such Class A Subclass Principal Balance will also be reduced on each
Determination Date by an amount equal to the difference, if any, between such
Class A Subclass Principal Balance as of such Determination Date without regard
to this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
Class A Subclass Unpaid Interest Shortfall: As to any Distribution Date
and Class A Subclass, the amount, if any, by which the aggregate of the Class A
Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass (or (a) in the case of the Class A-8 Certificates with respect
to the Class A-8 Scheduled Accrual Component prior to the Class A-8 Scheduled
Accrual Component Accretion Termination Date, the amount included in the Class
A-8 Scheduled Accrual Component Distribution Amount pursuant to clause (ii) of
the definition thereof and (b) in the case of the Class A-9 Certificates prior
to the Class A-9 Accretion Termination Date, the amount included in the Class
A-9 Accrual Distribution Amount pursuant to clause (ii) of the definition
thereof) on prior Distribution Dates pursuant to Paragraph second of Section
4.01(a)(i).
Class A Unpaid Interest Shortfall: As to any Distribution Date, an amount
equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for all the
Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-1 and Exhibit D hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-2 and Exhibit D hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-3 and Exhibit D hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-4 and Exhibit D hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-4 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class A-4 Pass-Through Rate and (B) the Class A-4
Notional Amount as of such Distribution Date minus (ii) the Class A Subclass
Interest Percentage of the Class A-4 Certificates of (x) any Non-Supported
Interest Shortfall allocated to the Class A Certificates, (y) the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to the Class A Certificates and (z) the interest
portion of any Realized Losses (other than Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates
on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-4 Notional Amount: As to any Distribution Date, an amount equal to
the product of (i) 9.30% and (ii) the sum of the Class A Subclass Principal
Balances of the PAC Certificates.
Class A-5 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-5 and Exhibit D hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-6 and Exhibit D hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-7 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-7 and Exhibit D hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-8 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-8 and Exhibit D hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-8 Component: Any of the Class A-8 PO Component, Class A-8
Scheduled Accrual Component, Class A-8 IO A Component, Class A-8 IO B Component
or Class A-8 IO C Component.
Class A-8 IO A Component Interest Accrual Amount: As to any Distribution
Date, (i) the product of (A) 1/12th of the Component Rate for such Component and
(B) the Class A-8 IO A Component Notional Amount as of such Distribution Date
minus (ii) the Component Interest Percentage of such Component of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates, (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A Certificates and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-8 IO A Component Notional Amount: As to any Distribution Date, the
product of (i) 0.70% and (ii) the sum of the Class A Subclass Principal Balances
of the PAC Certificates.
Class A-8 IO B Component Interest Accrual Amount: As to any Distribution
Date, (i) the product of (A) 1/12th of the Component Rate for such Component and
(B) the Class A-8 IO B Component Notional Amount as of such Distribution Date
minus (ii) the Component Interest Percentage of such Component of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates, (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A Certificates and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-8 IO B Component Notional Amount: As to any Distribution Date, the
product of (i) 36.14% and (ii) the aggregate Scheduled Principal Balance of the
Premium Mortgage Loans as of such Distribution Date.
Class A-8 IO C Component Interest Accrual Amount: As to any Distribution
Date, (i) the product of (A) 1/12th of the Component Rate for such Component and
(B) the Class A-8 IO C Component Notional Amount as of such Distribution Date
minus (ii) the Component Interest Percentage of such Component of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates, (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A Certificates and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-8 IO C Component Notional Amount: As to any Distribution Date, the
product of (i) 3.33% and (ii) the sum of the Class A Subclass Principal Balances
of the Scheduled Certificates.
Class A-8 Scheduled Accrual Component Accretion Termination Date: The
earlier of (i) the Distribution Date following the Distribution Date on which
the Class A Subclass Principal Balances of the Scheduled Certificates have been
reduced to zero or (ii) the Cross-Over Date.
Class A-8 Scheduled Accrual Component Distribution Amount: As to any
Distribution Date prior to the Class A-8 Scheduled Accrual Component Accretion
Termination Date, an amount equal to the sum of (i) the Component Interest
Percentage of the Class A-8 Scheduled Accrual Component of the Current Class A
Interest Distribution Amount and (ii) the Component Shortfall Percentage of the
Class A-8 Scheduled Accrual Component of the amount distributed in respect of
the Class A-8 Certificates pursuant to Paragraph second of Section 4.01(a)(i) on
such Distribution Date. As to any Distribution Date on or after the Class A-8
Scheduled Accrual Component Accretion Termination Date, zero.
Class A-8 PO Component Loss Percentage: As to any Determination Date, the
percentage calculated by dividing the Component Principal Balance of such
Component by the Class A Loss Denominator (determined without regard to any such
Class A Subclass Principal Balance of any Class A Subclass (other than the Class
A-8 Certificates) or Component Principal Balance of the Class A-8 Scheduled
Accrual Component and Class A-8 PO Component not then outstanding), in each case
determined as of the preceding Determination Date.
Class A-8 Scheduled Accrual Component Loss Percentage: As to any
Determination Date, the percentage calculated by dividing (i) the lesser of the
Component Principal Balance of such Component and the Original Component
Principal Balance of such Component by (ii) the Class A Loss Denominator
(determined without regard to any such Class A Subclass Principal Balance of any
Class A Subclass (other than the Class A-8 Certificates) or Component Principal
Balance of the Class A-8 Scheduled Accrual Component and Class A-8 PO Component
not then outstanding), in each case determined as of the preceding Determination
Date.
Class A-8 Scheduled Accrual Component Principal Accretion Amount: As to
any Distribution Date prior to the Class A-8 Scheduled Accrual Component
Accretion Termination Date, an amount equal to the sum of the amounts calculated
pursuant to clauses (i) and (ii) of the definition of Class A-8 Scheduled
Accrual Component Distribution Amount with respect to such Distribution Date.
Class A-9 Accretion Termination Date: The earlier of (i) the Distribution
Date following the Distribution Date on which the Class A Subclass Principal
Balances of the Scheduled Certificates and the Component Principal Balance of
the Class A-8 Scheduled Accrual Component have been reduced to zero or (ii) the
Cross-Over Date.
Class A-9 Accrual Distribution Amount: As to any Distribution Date prior
to the Class A-9 Accretion Termination Date, an amount equal to the sum of (i)
the Class A Subclass Interest Percentage of the Class A-9 Certificates of the
Current Class A Interest Distribution Amount and (ii) the Class A Subclass
Interest Shortfall Percentage of the Class A-9 Certificates of the amount
distributed in respect of the Class A Subclasses pursuant to Paragraph second of
Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or
after the Class A-9 Accretion Termination Date, zero.
Class A-9 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-9 and Exhibit D hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-9 Principal Accretion Amount: As to any Distribution Date prior to
the Class A-9 Accretion Termination Date, an amount equal to the sum of the
amounts calculated pursuant to clauses (i) and (ii) of the definition of Class
A-9 Accrual Distribution Amount with respect to such Distribution Date.
Class A-10 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-10 and Exhibit D hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-11 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-11 and Exhibit D hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-12 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-12 and Exhibit D hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L8PO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L8 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L9 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L10 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit D hereto.
Class A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LWIO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit D hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (i) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a)(i) and (ii) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on
the Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by
a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan
that was repurchased by the Seller during such preceding month pursuant
to Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such
Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over
the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan.
Class A-WIO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-WIO and Exhibit D hereto.
Class A-WIO Certificateholder: The registered holder of a Class A-WIO
Certificate.
Class A-WIO Interest Accrual Amount: As to any Distribution Date, (i) the
product of (a) 1/12th of the Class A-WIO Pass-Through Rate and (b) the Class
A-WIO Notional Amount as of the Determination Date preceding such Distribution
Date minus (ii) the Class A Subclass Interest Percentage of the Class A-WIO
Certificates of (x) any Non-Supported Interest Shortfall allocated to the Class
A Certificates with respect to such Distribution Date, (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class A Certificates with respect to such Distribution
Date pursuant to Section 4.02(e) and (z) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e).
Class A-WIO Notional Amount: As to any Distribution Date, 63.86% of the
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 Weighted Average Net Mortgage Interest Rate of the Premium
Mortgage Loans minus 7.250%.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit D hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Interest Accrual Amount: As to any Distribution Date, the sum of
the Class B Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class B Pass-Through Rate: As to any Distribution Date, 7.250% per annum.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance and Class B-5 Principal Balance.
Class B Subclass: Any of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Subclass Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4 or Class B-5 Distribution Amounts.
Class B Subclass Interest Accrual Amount: As to any Distribution Date and
any Class B Subclass, an amount equal to (i) the product of 1/12th of the Class
B Pass-Through Rate and the Class B Subclass Principal Balance of such Class B
Subclass as of the Determination Date preceding such Distribution Date minus
(ii) the Class B Subclass Interest Percentage of such Class B Subclass of (x)
any Non-Supported Interest Shortfall allocated to the Class B Certificates with
respect to such Distribution Date and (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Class B Subclass Interest Percentage: As to any Distribution Date and any
Class B Subclass, the percentage calculated by dividing the Class B Subclass
Interest Accrual Amount of such Class B Subclass (determined without regard to
clause (ii) of the definition thereof) by the Class B Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class B
Subclass Interest Accrual Amount).
Class B Subclass Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount or Class B-5 Interest
Shortfall Amount.
Class B Subclass Loss Percentage: As to any Determination Date and any
Class B Subclass then outstanding, the percentage calculated by dividing the
Class B Subclass Principal Balance of such Class B Subclass by the Class B
Principal Balance (determined without regard to any Class B Subclass Principal
Balance of any Class B Subclass not then outstanding), in each case determined
as of the preceding Determination Date.
Class B Subclass Percentage: Any one of the Class B-1 Percentage, Class
B-2 Percentage, Class B-3 Percentage, Class B-4 Percentage or Class B-5
Percentage.
Class B Subclass Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage or Class B-5 Prepayment Percentage.
Class B Subclass Principal Balance: Any of the Class B-1 Principal
Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4
Principal Balance or Class B-5 Principal Balance.
Class B Subclass Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall or Class B-5 Unpaid
Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-1 and Exhibit D hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-1
Percentage for such Distribution Date will be zero.
Class B-1 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-1 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class M
Principal Balance as of such Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-2 and Exhibit D hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Percentage for such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Prepayment Percentage for such
Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-2 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance the
Class M Principal Balance and the Class B-1 Principal Balance as of such
Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-3 and Exhibit D hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Percentage for such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Prepayment Percentage for such
Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses through such Determination Date allocated to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class M Principal Balance, the Class B-1 Principal Balance and the Class B-2
Principal Balance as of such Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-4 and Exhibit D hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Percentage for such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Prepayment Percentage for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance and the Class B-3 Principal Balance as of such Determination
Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-5 and Exhibit D hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Percentage for such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such
Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-5 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the sum of the Class A
Principal Balance, the Class M Principal Balance, the Class B-1 Principal
Balance, the Class B-2 Principal Balance, the Class B-3 Principal Balance and
the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class M Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit C and Exhibit D hereto.
Class M Certificateholder: The registered holder of a Class M Certificate.
Class M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class M Certificates pursuant to Paragraphs
fifth, sixth and seventh of Section 4.01(a)(i).
Class M Interest Accrual Amount: As to any Distribution Date, an amount
equal to (i) the product of 1/12th of the Class M Pass-Through Rate and the
Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M Certificates with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).
Class M Interest Shortfall Amount: As to any Distribution Date, any amount
by which the Class M Interest Accrual Amount with respect to such Distribution
Date exceeds the amount distributed in respect of the Class M Certificates on
such Distribution Date pursuant to Paragraph fifth of Section 4.01(a)(i).
Class M Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class M Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class M Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class M Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class M Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class M Optimal Principal Amount will
equal the lesser of (A) the Class M Optimal Principal Amount calculated as
described in the preceding provisions and (B) the Adjusted Principal Balance for
the Class M Certificates.
Class M Pass-Through Rate: As to any Distribution Date, 7.250% per annum.
Class M Percentage: As to any Distribution Date, the percentage calculated
by multiplying the Subordinated Percentage by either (a) if any Class B
Certificates are eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Prepayment Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (a)
if any Class B Certificates are eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Principal Balance: As to the first Determination Date, the
Original Class M Principal Balance. As of any subsequent Determination Date, the
lesser of (i) the Original Class M Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class M Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class M Certificates pursuant to Section
4.02(b) and (ii) the Adjusted Pool Amount as of the preceding Distribution Date
less the Class A Principal Balance as of such Determination Date.
Class M Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class M Interest Shortfall Amounts
for prior Distribution Dates is in excess of the amounts distributed in respect
of the Class M Certificates on prior Distribution Dates pursuant to Paragraph
sixth of Section 4.01(a)(i).
Class M-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.24.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Component: Any one of the Class A-8 Components.
Component Interest Accrual Amount: As to any Distribution Date and the
Class A-8 Scheduled Accrual Component, (i) the product of (a) 1/12th of the
Component Rate for such Component and (b) the Component Principal Balance for
such Component as of the Determination Date preceding such Distribution Date
minus (ii) the Component Interest Percentage of such Component of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). As to the Class A-8 IO A Component,
the Class A-8 IO B Component and the Class A-8 IO C Component, the Class A-8 IO
A Component Interest Accrual Amount, the Class A-8 IO B Component Interest
Accrual Amount and the Class A-8 IO C Component Interest Accrual Amount,
respectively.
Component Interest Percentage: As to any Distribution Date and Class A-8
Component (other than the Class A-8 PO Component), the percentage calculated by
dividing the Component Interest Accrual Amount of such Component (determined
without regard to clause (ii) of the definition thereof) by the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Class A Subclass Interest Accrual Amount (other than for the Class A-8
Certificates) and each Component Interest Accrual Amount).
Component Interest Shortfall Amount: As to any Distribution Date and Class
A-8 Component (other than the Class A-8 PO Component), the product of (a) the
Class A Subclass Interest Shortfall Amount of the Class A-8 Certificates for
such Distribution Date and (b) a fraction, the numerator of which is the
applicable Component Interest Accrual Amount and the denominator of which is the
Class A Subclass Interest Accrual Amount of the Class A-8 Certificates.
Component Interest Shortfall Distribution: As to any Distribution Date and
Class A-8 Component (other than the Class A-8 PO Component), the product of (i)
the amount that would be distributable in respect of the Class A-8 Certificates
with respect to such Distribution Date pursuant to Paragraph second of Section
4.01(a)(i) without regard to the proviso set forth in such Paragraph and (ii)
the Component Shortfall Percentage for such Distribution Date.
Component Loss Percentage: As to the Class A-8 Scheduled Accrual
Component, the Class A-8 Scheduled Accrual Component Loss Percentage. As to the
Class A-8 PO Component, the Class A-8 PO Component Loss Percentage.
Component Principal Balance: As of the first Determination Date and as to
the Class A-8 PO Component and the Class A-8 Scheduled Accrual Component, the
Original Component Principal Balance. As of any subsequent Determination Date
and as to the Class A-8 Scheduled Accrual Component prior to the Cross-Over
Date, the Original Component Principal Balance (increased by the Class A-8
Scheduled Accrual Component Principal Accretion Amounts with respect to prior
Distribution Dates) less the sum of (a) all amounts previously distributed in
respect of such Component on prior Distribution Dates (A) pursuant to Paragraph
third clause (A) of Section 4.01(a)(i), (B) as a result of a Principal
Adjustment and (C) from the Class A-8 Scheduled Accrual Component Distribution
Amounts and Class A-9 Accrual Distribution Amounts for such prior Distribution
Dates and (b) the Realized Losses allocated through such Determination Date to
such Component pursuant to Section 4.02(b). After the Cross-Over Date, the
Component Principal Balance will also be reduced on each Determination Date by
an amount equal to the product of the Component Loss Percentage for such
Component and the excess, if any, of (i) the Class A Non-PO Principal Balance
for such Determination Date without regard to this sentence over (ii) the
difference between (A) the Adjusted Pool Amount for the preceding Distribution
Date and (B) the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date. The IO Components have no Component Principal Balances.
Component Rate: As to any Distribution Date and for the Class A-8
Scheduled Accrual Component, 7.500% per annum. As to any Distribution Date and
for the Class A-8 IO A Component, 7.500% per annum. As to any Distribution Date
and for the Class A-8 IO B Component, a per annum rate equal to the Weighted
Average Net Mortgage Interest Rate of the Premium Mortgage Loans minus 7.250%.
As to any Distribution Date and for the Class A-7 IO C Component, 7.500% per
annum.
Component Shortfall Percentage: As to any Distribution Date and Class A-8
Component (other than the Class A-8 PO Component), the percentage calculated by
dividing the Component Unpaid Interest Shortfall for such Component by the Class
A Subclass Unpaid Interest Shortfall for the Class A-8 Certificates, in each
case determined as of the Business Day preceding the applicable Distribution
Date.
Component Unpaid Interest Shortfall: As to any Distribution Date and Class
A-8 Component (other than the Class A-8 PO Component), (i) the sum of the
Component Interest Shortfall Amounts for such Component for prior Distribution
Dates minus (ii) the Component Interest Shortfall Distributions for such
Component for prior Distribution Dates.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the Trustee, at which at
any particular time its corporate trust business shall be administered which
office is located at 230 South Tryon Street, Charlotte, North Carolina 28288.
Corresponding Upper-Tier Class, Classes, Component or Components: As to
the following Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier
Class, Classes, Component or Components, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class, Classes,
Component or Components
Class A-L1 Interest Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates,
Class A-4 Certificates and
Class A-8 IO A Component
Class A-L5 Interest Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates
and Class A-8 IO C Component
Class A-L8PO Interest Class A-8 PO Component
Class A-L8 Interest Class A-8 Scheduled Accrual Component
Class A-L9 Interest Class A-9 Certificates
Class A-L10 Interest Class A-10 Certificates, Class A-11
Certificates and Class A-12 Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LWIO Interest Class A-WIO Certificates and
Class A-8 IO B Component
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class M-L Interest Class M Certificates
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of such
Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the month
preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate
on the amount of such Unscheduled Principal Receipt from the day of
its receipt or, if earlier, its application by the Servicer through
the last day of the month in which such Unscheduled Principal
Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class A Subclasses pursuant to
Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class B Certificates pursuant to
Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-4 and Class
B-5 Certificates by the sum of the Class A Non-PO Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Subclass Principal Balance of the Class B-5 Certificates by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-4 Fractional Interest.
Current Class M Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class M Fractional Interest.
Current Class M Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class M Certificates pursuant to
Paragraph fifth of Section 4.01(a)(i) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trustee, substantially in the form of Exhibit E hereto, as the same may be
amended or modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of
the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control of the Trustee. Neither a Servicer, nor the Seller nor the
Master Servicer nor any Person directly or indirectly controlling or controlled
by or under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DCR: Duff & Phelps Credit Rating Co., or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal 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-4 and Class A-WIO Certificates) representing
the principal portion of the Cut-Off Date Aggregate Principal Balance evidenced
by such Certificate. As to the Class A-4 Certificates, the amount specified on
the face of such Certificate representing the portion of the Original Class A-4
Notional Amount, as the case may be, evidenced by such Certificate. As to the
Class A-WIO Certificates, the Percentage Interest specified on the face of each
Class A-WIO Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of less than 7.250%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as two separate REMICs or result in the imposition of any
federal tax on either of the Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and
credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated
in the highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as would
not result in the downgrading or withdrawal of the rating then assigned
to any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of
any state thereof and subject to supervision and examination by federal
and/or state banking authorities, provided that the commercial paper
and/or debt obligations of such depository institution or trust company
(or in the case of the principal depository institution in a holding
company system, the commercial paper or debt obligations of such
holding company) are then rated in the highest short-term or the
highest long-term rating category for such securities of each of the
Rating Agencies, or such lower rating categories as would not result in
the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating Agency
at the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United
States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in (iv)
above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America
or any state thereof which, at the time of such investment or
contractual commitment providing for such investment, are then rated in
the highest short-term or the highest long-term rating category by each
Rating Agency, or in such lower rating category as would not result in
the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency
as would not result in the downgrading of the rating then assigned to
the Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any Mortgage
Loan as to which a Fraud Loss is realized in the month preceding the month of
such Distribution Date, (i) if the Aggregate Current Fraud Losses with respect
to such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in respect of each Mortgage Loan that became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date over
(ii) the sum of the unpaid principal balance of each such Liquidated Loan plus
accrued and unpaid interest at the applicable Mortgage Interest Rate on the
unpaid principal balance thereof from the Due Date to which interest was last
paid by the Mortgagor (or, in the case of a Liquidated Loan that had been an REO
Mortgage Loan, from the Due Date to which interest was last deemed to have been
paid) to the first day of the month in which such Distribution Date occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off Date an
amount equal to: (X) prior to the first anniversary of the Cut-Off Date an
amount equal to $7,000,101.86 minus the aggregate amount of Fraud 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, 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 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 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.
Interest Distributions: With respect to any Distribution Date, (i) with
respect to a Class A Subclass or Component, the amount actually distributed to
such Class A Subclass or Component pursuant to Paragraphs first and second of
Section 4.01(a)(i) excluding any amounts distributed in accordance with the
provisos thereof, (ii) with respect to the Class M Certificates, the amount
actually distributed to the Class M Certificates pursuant to Paragraphs fifth
and sixth of Section 4.01(a)(i) and (iii) with respect to a Class B Subclass,
the amount actually distributed to such Class B Subclass pursuant to Paragraphs
eighth and ninth, eleventh and twelfth, fourteenth and fifteenth, seventeenth
and eighteenth or twentieth and twenty-first of Section 4.01(a)(i).
IO Component: Each of the Class A-8 IO A Component, Class A-8 IO B
Component and Class A-8 IO C Component.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trustee pursuant hereto respecting the
related Mortgage Loan, including any unreimbursed advances for real property
taxes or for property restoration or preservation of the related Mortgaged
Property. Liquidation Expenses shall not include any previously incurred
expenses in respect of an REO Mortgage Loan which have been netted against
related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator
of which is the principal balance of a particular Mortgage Loan at origination
and the denominator of which is the lesser of (x) the appraised value of the
related Mortgaged Property determined in the appraisal used by the originator at
the time of origination of such Mortgage Loan, and (y) if the Mortgage is
originated in connection with a sale of the Mortgaged Property, the sale price
for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust Estate,
the assets of which consist of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account, the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.29.
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
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1, F-2 and F-3, which list may be amended following the Closing Date
upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or 2.03
and which list shall set forth at a minimum the following information of the
close of business on the Cut-Off Date (or, with respect to Substitute Mortgage
Loans, as of the close of business on the day of substitution) as to each
Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged
Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee; and
(xvi) for Mortgage Loans identified on Exhibit F-3, the
name of the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares 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 11.28 with respect to
such Mortgage Loan and (b) the Master Servicing Fee Rate, as set forth in
Section 11.29 with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net Partial Liquidation Proceeds: Partial Liquidation Proceeds with
respect to a Mortgage Loan net of unreimbursed Liquidation Expenses incurred
with respect to such Mortgage Loan. For all purposes of this Agreement, Net
Partial Liquidation Proceeds shall be allocated first to accrued and unpaid
interest on the related Mortgage Loan and then to the unpaid principal balance
thereof.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of (i) 1.00
and (ii) the quotient obtained by dividing the Net Mortgage Interest Rate for
such Mortgage Loan by 7.250%.
Non-PO Voting Interest: The ratio obtained by dividing the Pool Balance
(Non-PO Portion) by the sum of the Pool Balance (Non-PO Portion) and the Pool
Balance (PO Portion).
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer or the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance, (b) the Class M Certificates according to the
percentage obtained by dividing the Class M Principal Balance by the sum of the
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance and (c) the Class B Certificates according to the percentage
obtained by dividing the Class B Principal Balance by the sum of the Class A
Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities, listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1 and Exhibit F-2 Mortgage Loans initially by Norwest
Mortgage.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to the Class M Certificates or any
Class B Subclass and any Distribution Date, an Optimal Adjustment Event will
occur with respect to such Class or Subclass if: (i) the principal balance of
such Class or Subclass on the Determination Date succeeding such Distribution
Date would have been reduced to zero (regardless of whether such principal
balance was reduced to zero as a result of principal distribution or the
allocation of Realized Losses) and (ii) (a) any Class A Subclass Principal
Balance (other than with respect to the Class A-8 Certificates) or Component
Principal Balance would be subject to further reduction as a result of the third
sentences of the definition of Class A Subclass Principal Balance or Component
Principal Balance, as applicable, or (b) with respect to any Class B Subclass,
the Class M Principal Balance or the Class B Subclass Principal Balance of a
Class B Subclass with a lower numerical designation would be reduced with
respect to such Distribution Date as a result of the application of clause (ii)
of the definition of Class M Principal Balance, Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance or Class B-5 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the Cut-Off
Date, as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the (i) Original
Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-5, Class A-6, Class A-7, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-R and Class A-LR Certificates and (ii) the sum of the Original Component
Principal Balance of the Class A-7 Scheduled Accrual Component and the Class A-8
PO Component as set forth in Section 11.05.
Original Class A Subclass Principal Balance: Any of the Original Class A
Subclass Principal Balances as set forth in Section 11.05.
Original Class A-4 Notional Amount: The Original Class A-4 Notional
Amount, as set forth in Section 11.07.
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance and Original Class B-5
Principal Balance, as set forth in Section 11.18.
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 11.20.
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
11.21.
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 11.22.
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 11.23.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.14.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.15.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.16.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.17.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.18.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.19.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.19.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.19.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as
of the Cut-Off Date, as set forth in Section 11.19.
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 11.12.
Original Class M Percentage: The Class M Percentage as of the Cut-Off
Date, as set forth in Section 11.10.
Original Class M Principal Balance: The Class M Principal Balance as of
the Cut-Off Date, as set forth in Section 11.11.
Original Component Principal Balance: Any of the Original Component
Principal Balances, as set forth in Section 11.08.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Subordinated Principal Balance: The sum of the Original Class M
Principal Balance and the Original Class B Principal Balance.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the
Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
PAC Certificates: The Class A-1 Certificates, Class A-2 Certificates or
Class A-3 Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as agent for
the Master Servicer, to make distributions to Certificateholders with respect to
the Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than the
Class A-4 or Class A-WIO Certificate), the undivided percentage interest
obtained by dividing the original principal balance of such Certificate by the
aggregate original principal balance of all Certificates of such Class A
Subclass. With respect to a Class A-4 Certificate, the undivided percentage
interest obtained by dividing the Original Class A-4 Notional Amount evidenced
by such Certificate by the aggregate Original Class A-4 Notional Amount. With
respect to a Class A-WIO Certificate, the percentage interest specified on the
face of such Certificate. With respect to a Class M Certificate, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the aggregate original principal balance of all Certificates of
such Class. With respect to a Class B Certificate, the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class B
Subclass.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder, the amount of any such advances being
equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or the Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any
other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trustee pursuant to Section 3.03 and (iii) all other amounts required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the applicable Servicing Fee and (ii)
the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal
Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following
the Due Date in the month in which such Distribution Date occurs and the
difference between the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs and the unpaid principal
balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Subclasses of Class A
or Class B Certificates or the Class M Certificates pursuant to Section
4.02 other than Recoveries covered by the last sentence of Section
4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of 7.250% 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.
Prepayment Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Prepayment Shift Percentage
November 1997 through October 2002................ 0%
November 2002 through October 2003................ 30%
November 2003 through October 2004................ 40%
November 2004 through October 2005................ 60%
November 2005 through October 2006................ 80%
November 2006 and thereafter...................... 100%
Principal Adjustment: In the event that the Class M Optimal Principal
Amount, Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class
B-5 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass as principal in accordance with Section 4.01(a)(i) for such
Distribution Date, calculated without regard to such proviso and assuming there
are no Principal Adjustments for such Distribution Date and (ii) the Adjusted
Principal Balance for such Class or Subclass.
Principal Balance: Each of the Class A Subclass Principal Balances, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal Balance.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date, the lesser of (i) the sum of
the Class A Subclass Principal Balances of the Class A-10, Class A-11 and Class
A-12 Certificates and (ii) the sum of (A) the product of (1) the Priority
Percentage, (2) the Shift Percentage and (3) the Scheduled Amount and (B) the
product of (1) the Priority Percentage, (2) the Prepayment Shift Percentage and
(3) the Unscheduled Principal Amount.
Priority Percentage: The sum of the Class A Subclass Principal Balances of
the Class A-10, Class A-11 and Class A-12 Certificates divided by the Pool
Balance (Non-PO Portion).
Prohibited Transaction Tax: Any tax imposed under Section 860F of the
Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class M Certificates are
DCR and Moody's. The Rating Agency for the Class B-1, Class B-2, Class B-3 and
Class B-4 Certificates is DCR. If any such agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean D-1+ in the
case of DCR, P-1 in the case of Moody's and in the case of any other Rating
Agency shall mean its equivalent of such ratings. References herein to the
highest long-term rating categories of a Rating Agency shall mean AAA in the
case of DCR, Aaa in the case of Moody's, and in the case of any other Rating
Agency shall mean its equivalent of such rating without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated
Loan Losses (including Special Hazard Losses and Fraud Losses) and (ii)
Bankruptcy Losses incurred in the month preceding the month of such Distribution
Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Reduction Amount: As defined in Section 4.01(b).
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or, with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the Chairman
or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled Amount: The sum for each outstanding Mortgage Loan (including
each defaulted Mortgage Loan, other than a Liquidated Loan, with respect to
which the related Mortgaged Property has been acquired by the Trust Estate) of
the product of (A) the Non-PO Fraction for such Mortgage Loan and (B) the sum of
the amounts described in clauses y(i) and y(iv) of the definition of Class A
Non-PO Optimal Principal Amount, but without that amount being multiplied by the
Class A Percentage.
Scheduled Certificates: The Class A-5, Class A-6 or Class A-7
Certificates.
Scheduled Component: The Class A-8 Scheduled Accrual Component.
Schedule I Reduction Amount: As defined in Section 4.01(b).
Schedule II Reduction Amount: As defined in Section 4.01(b).
Scheduled Principal Balance: As to any Mortgage Loan and Distribution
Date, the principal balance of such Mortgage Loan as of the Due Date in the
month preceding the month of such Distribution Date as specified in the
amortization schedule at the time relating 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 FT Mortgage Companies, Countrywide Home Loans, Inc.,
The Huntington Mortgage Company, National City Mortgage Company, Norwest
Mortgage Inc., First Bank National Association, Citicorp Mortgage, Inc. and
Suntrust Mortgage Inc. as Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.28.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Shift Percentage
November 1997 through October 2002.......... 0%
November 2002 and thereafter................ 100%
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 11.27.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the
Trustee or the Servicer or any of their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal
to $4,937,917.43 minus the sum of (i) the aggregate amount of Special Hazard
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) and (ii) the Special Hazard Adjustment Amount
(as defined below) as most recently calculated. For each anniversary of the
Cut-Off Date, the Special Hazard Adjustment Amount shall be calculated and shall
be equal to the amount, if any, by which the amount calculated in accordance
with the preceding sentence (without giving effect to the deduction of the
Special Hazard Adjustment Amount for such anniversary) exceeds the greater of
(A) the product of the Special Hazard Percentage for such anniversary multiplied
by the outstanding principal balance of all the Mortgage Loans on the
Distribution Date immediately preceding such anniversary, (B) twice the
outstanding principal balance of the Mortgage Loan in the Trust Estate which has
the largest outstanding principal balance on the Distribution Date immediately
preceding such anniversary and (C) that which is necessary to maintain the
original ratings on the Certificates, as evidenced by letters to that effect
delivered by Rating Agencies to the Master Servicer and the Trustee. On and or
after the Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates, denominated
respectively as Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-PO, Class A-WIO, Class A-R and Class A-LR and each subdivision of the Class B
Certificates, denominated respectively as Class B-1, Class B-2, Class B-3, Class
B-4 and Class B-5.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans, such amounts as may be held from time to time
in the Certificate Account, and the rights of the Trustee to receive the
proceeds of all insurance policies and performance bonds, if any, required to be
maintained hereunder or under the related Servicing Agreement, property which
secured a Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure.
Trustee: First Union National Bank, a national banking association, with
its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
Uncertificated Lower-Tier Interests: Any of the Class A-L1, Class A-L5,
Class A-L8PO, Class A-L8, Class A-L9, Class A-L10, Class A-LPO, Class A-LWIO,
Class A-LUR, Class M-L, Class B-L1, Class B-L2, Class B-L3, Class B-L4 and Class
B-L5 Interests.
Unpaid Interest Shortfalls: Each of the Class A Subclass Unpaid Interest
Shortfalls, the Class M Unpaid Interest Shortfall, the Class B-1 Unpaid Interest
Shortfall, the Class B-2 Unpaid Interest Shortfall, the Class B-3 Unpaid
Interest Shortfall, the Class B-4 Unpaid Interest Shortfall and the Class B-5
Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without that amount being
multiplied by the Class A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other than
the Class A-LR Certificate), the Class M Certificates and the Class B
Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, (a) the Holders of the Class A
Certificates will collectively be entitled to the Class A Voting Interest, (b)
the Holders of the Class M Certificates will collectively be entitled to the
then applicable percentage of the aggregate Voting Interest represented by all
Certificates equal to the product of (i) the ratio obtained by dividing the
Class M Principal Balance by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance and (ii) the
Non-PO Voting Interest and (c) the Holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 1997-17 Certificates. The aggregate Voting Interests
of each Subclass of Class A Certificates (other than the Class A-4, Class A-PO
and Class A-WIO Certificates) on any date will be equal to the product of (a)
98% of the Class A Voting Interest represented by clause (A) of the definition
thereof and (b) the fraction obtained by dividing the Class A Subclass Principal
Balance of such Class A Subclass by the Class A Non-PO Principal Balance on such
date. The aggregate Voting Interests of the Class A-PO Certificates on any date
will be equal to the Class A Voting Interest represented by clause (B) of the
definition thereof. With respect to the Class A-4 and Class A-WIO Certificates,
the aggregate Voting Interest of each such Subclass will be 1% of the amount of
the Class A Voting interest on such date represented by clause (A) of the
definition of Class A Voting Interest. The aggregate Voting Interests of each
Subclass of Class B Certificates will equal such Subclass's pro rata portion of
the Voting Interest allocated to the Class B Certificates based on such
Subclass's outstanding principal balance. Each Certificateholder of a Class or
Subclass will have a Voting Interest equal to the product of the Voting Interest
to which such Class or Subclass is collectively entitled and the Percentage
Interest in such Class or Subclass represented by such Holder's Certificates.
With respect to any provisions hereof providing for action, consent or approval
of each Class or Subclass of Certificates or specified Classes or Subclasses of
Certificates, each Certificateholder of a Class or Subclass will have a Voting
Interest in such Class or Subclass equal to such Holder's Percentage Interest in
such Class or Subclass.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date,
a rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, if made in the manner provided in this Section 1.02. The
Trustee shall promptly notify the Master Servicer in writing of the receipt of
any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder, the Holders of the Certificates any benefit or any legal
or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial
custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any
Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment
is in the process of being recorded on the Closing Date, the Seller shall
deliver a copy thereof, certified by Norwest Mortgage or the applicable Norwest
Mortgage Correspondent to be a true and complete copy of the document sent for
recording, and the Seller shall use its best efforts to cause each such original
recorded document or certified copy thereof to be delivered to the Trustee
promptly following its recordation, but in no event later than one (1) year
following the Closing Date. The Seller shall also cause to be delivered to the
Trustee any other original mortgage loan document to be included in the Owner
Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay
from its own funds, without any right of reimbursement therefor, the amount of
any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in any Servicing Agreement, deliver or cause to be delivered to
the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee
in a form suitable for recordation, together with an Opinion of Counsel to the
effect that recording is not required to protect the Trustee's right, title and
interest in and to the related Mortgage Loan or, in case a court should
recharacterize the sale of the Mortgage Loans as a financing, to perfect a first
priority security interest in favor of the Trustee in the related Mortgage Loan.
In the event that the Master Servicer receives notice that recording is required
to protect the right, title and interest of the Trustee in and to any such
Mortgage Loan for which recordation of an assignment has not previously been
required, the Master Servicer shall promptly notify the Trustee and the Trustee
shall within five Business Days (or such other reasonable period of time
mutually agreed upon by the Master Servicer and the Trustee) of its receipt of
such notice deliver each previously unrecorded assignment to the related
Servicer for recordation.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents required to be delivered on the Closing Date
pursuant to Section 2.01 above and declares that it holds and will hold such
documents and the other documents constituting a part of the Owner Mortgage Loan
Files delivered to it in trust, upon the trusts herein set forth, for the use
and benefit of all present and future Certificateholders. The Trustee agrees,
for the benefit of Certificateholders, to review each Owner Mortgage Loan File
within 45 days after execution of this Agreement in order to ascertain that all
required documents set forth in Section 2.01 have been executed and received and
appear regular on their face, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If within such 45 day period
the Trustee finds any document constituting a part of an Owner Mortgage Loan
File not to have been executed or received or to be unrelated to the Mortgage
Loans identified in the Mortgage Loan Schedule or not to appear regular on its
face, the Trustee shall promptly (and in no event more than 30 days after the
discovery of such defect) notify the Seller, which shall have a period of 60
days after the date of such notice within which to correct or cure any such
defect. The Seller hereby covenants and agrees that, if any material defect is
not so corrected or cured, the Seller will, not later than 60 days after the
Trustee's notice to it referred to above respecting such defect, either (i)
repurchase the related Mortgage Loan or any property acquired in respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest
Rate through the last day of the month in which such repurchase takes place or
(ii) if within two years of the Startup Day, or such other period permitted by
the REMIC Provisions, substitute for any Mortgage Loan to which such material
defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trustee and the Substitution Principal Amount, together with (i) interest on
such Substitution Principal Amount at the applicable Net Mortgage Interest Rate
to the following Due Date of such Mortgage Loan which is being substituted for
and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, Master Servicer
or Trustee with respect to such Mortgage Loan, shall be deposited in the
Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the
Due Date in the month of substitution shall not be part of the Trust Estate.
Upon receipt by the Trustee of written notification of any such deposit signed
by an officer of the Seller, or the new Owner Mortgage Loan File, as the case
may be, the Trustee shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee may, concurrently with the execution and delivery hereof or at
any time thereafter, enter into a Custodial Agreement substantially in the form
of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold
the Mortgage Notes, the Mortgages, the assignments and other documents related
to the Mortgage Loans received by the Trustee in trust for the benefit of all
present and future Certificateholders, which may provide, among other things,
that the Custodian shall conduct the review of such documents required under the
first paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master Servicer
and the Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of Certificateholders that, as of the date of execution of this
Agreement:
(i) The Master Servicer is a national banking association
duly chartered and validly existing in good standing under the laws of
the United States;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's corporate charter
or by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material contract, agreement or other instrument to
which the Master Servicer is a party or which may be applicable to the
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would affect its
performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule
was true and correct in all material respects at the date or dates
respecting which such information is furnished as specified in the
Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is
free and clear of all encumbrances and liens having priority over the
first lien of the Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or interests
arising under or as a result of any federal, state or local law,
regulation or ordinance relating to hazardous wastes or hazardous
substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners
association fees; and if the Mortgaged Property consists of shares of a
cooperative housing corporation, any lien for amounts due to the
cooperative housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance expenses secured by
the real property owned by the cooperative housing corporation; and any
security agreement, chattel mortgage or equivalent document related to,
and delivered to the Trustee or to the Custodian with, any Mortgage
establishes in the Seller a valid and subsisting first lien on the
property described therein and the Seller has full right to sell and
assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage
or the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the Mortgaged
Property in whole or in part from the lien of the Mortgage, or executed
any instrument of release, cancellation, modification or satisfaction,
except in each case as is reflected in an agreement delivered to the
Trustee or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums,
and water, sewer and municipal charges, which previously became due and
owing have been paid, or an escrow of funds has been established, to
the extent permitted by law, in an amount sufficient to pay for every
such item which remains unpaid; and the Seller has not advanced funds,
or received any advance of funds by a party other than the Mortgagor,
directly or indirectly (except pursuant to any Subsidy Loan
arrangement) for the payment of any amount required by the Mortgage,
except for interest accruing from the date of the Mortgage Note or date
of disbursement of the Mortgage Loan proceeds, whichever is later, to
the day which precedes by thirty days the first Due Date under the
related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes
no representations), so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total
or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all
mechanics' and materialmen's liens or liens in the nature thereof;
provided, however, that this warranty shall be deemed not to have been
made at the time of the initial issuance of the Certificates if a title
policy affording, in substance, the same protection afforded by this
warranty is furnished to the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares 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 Trustee of the
Seller's interest in such mortgagee title insurance policy does not
require any consent of or notification to the insurer which has not
been obtained or made, such mortgagee title insurance policy is in full
force and effect and will be in full force and effect and inure to the
benefit of the Trustee, no claims have been made under such mortgagee
title insurance policy, and no prior holder of the related Mortgage,
including the Seller, has done, by act or omission, anything which
would impair the coverage of such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of
the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Loan, but in no event less than the
minimum amount necessary to fully compensate for any damage or loss on
a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Loan, the
improvements on the Mortgaged Property were in an area identified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the
full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the Flood Disaster
Protection Act of 1973; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default, breach, violation
or event of acceleration; and no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note
or Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of
not more than 360 months;
(xx) Each Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of
the benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no
homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is
a debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in a
planned unit development or, in the case of Mortgage Loans secured by
Co-op Shares, leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living" trust, (i) such trust is in compliance with FNMA or FHLMC
standards for inter vivos trusts and (ii) holding title to the
Mortgaged Property in such trust will not diminish any rights as a
creditor including the right to full title to the Mortgaged Property in
the event foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage
of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity
to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence,
(c) prohibit the holder of the Mortgage from being insured (or
receiving proceeds of insurance) under the hazard insurance policy or
policies relating to the Mortgaged Property or (d) permit any increase
in rent other than pre-established increases set forth in the lease;
(4) the original term of such lease is not less than 15 years; (5) the
term of such lease does not terminate earlier than five years after the
maturity date of the Mortgage Note; and (6) the Mortgaged Property is
located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted
practice.
Notwithstanding the foregoing, no representations or warranties are made
by the Seller as to the environmental condition of any Mortgaged Property; the
absence, presence or effect of hazardous wastes or hazardous substances on any
Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trustee
or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Owner Mortgage Loan Files to it, and, concurrently with such
delivery, (i) acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders and (ii) has executed and delivered to or upon the order of
the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates (other
than the Class A-8, Class A-R and Class A-LR Certificates), the Class M
Certificates, the Subclasses of Class B Certificates and each Class A-8
Component as classes of "regular interests" and the Class A-R Certificate as the
single class of "residual interest" in the Upper-Tier REMIC for the purposes of
Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller hereby further
designates the Class AL-1 Interest, Class A-L5 Interest, Class A-L8PO Interest,
Class A-L8 Interest, Class A-L9 Interest, Class A-L10, Class A-LPO Interest,
Class A-LWIO Interest, Class A-LUR Interest, Class B-L1 Interest, Class B-L2
Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and
Class M-L Interest as classes of "regular interests" and the Class A-LR
Certificate as the single class of "residual interest" in the Lower-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Closing Date is hereby designated as the "Startup Day" of each of the Upper-Tier
REMIC and Lower-Tier REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the Upper-Tier REMIC
and Lower-Tier REMIC is November 25, 2027 for purposes of Code Section
860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trustee, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by
the Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account
to be invested in Eligible Investments. No such Eligible Investments will be
sold or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services rendered under this Agreement.
The amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized.
Section 3.02. Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any
Servicer for Periodic Advances made by the Master Servicer or the
Trustee pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such
right to reimbursement pursuant to this subclause (i) being limited to
amounts received on or in respect of particular Mortgage Loans
(including, for this purpose, Liquidation Proceeds, REO Proceeds and
proceeds from the purchase, sale, repurchase or substitution of
Mortgage Loans pursuant to Sections 2.02, 2.03, 3.08 or 9.01)
respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trustee for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended
by the Master Servicer or any Servicer pursuant hereto or to any
Servicing Agreement, respectively, in good faith in connection with the
restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or
other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, to pay the Master Servicing Fee with respect
to such Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trustee (or, in certain cases, the Seller) for expenses incurred by it
(including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or
the second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within
the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to
each Mortgage Loan or property acquired in respect thereof that has
been repurchased or replaced pursuant to Section 2.02 or 2.03 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer
with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 3.08 or 9.01, all
amounts received thereon and not required to be distributed as of the
date on which the related repurchase or purchase price or Scheduled
Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to such
Servicer's Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage
Loan;
(x) to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not required to be
deposited therein; and
(xi) to clear and terminate the Certificate Account pursuant
to Section 9.01.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of Norwest Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced, (iii) the amount that the Trustee or Master
Servicer is required to advance hereunder and (iv) whether the Master Servicer
has determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums. To
the extent Norwest Mortgage fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the
Norwest Servicing Agreement, the Master Servicer shall, if the Master Servicer
knows of such failure of Norwest Mortgage, certify to the Trustee that such
failure has occurred. Upon receipt of such certification, the Trustee shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trustee shall be required to pay or advance any amount which
any Servicer was required, but failed, to deposit in the Certificate Account.
Section 3.04. Trustee to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trustee and the Trustee shall, within five Business Days, release the
related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of such
Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer or
such Servicer, as directed by the Master Servicer, court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
Section 3.05. Reports to the Trustee; Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current FNMA monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before April 30
of each year, a certificate signed by an officer of the Master Servicer,
certifying that (i) such officer has reviewed the activities of the Master
Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's and
the Certificateholders' reliance on the Master Servicer, and in a manner
consistent with the terms and provisions of any insurance policy required to be
maintained by the Master Servicer or any Servicer pursuant to this Agreement or
any Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage
Loan shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled, at its option, to repurchase any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor; provided, however, that the Cut-Off Date Principal
Balances of the Mortgage Loans repurchased pursuant to this provision shall not
exceed 2.5% of the Cut-Off Date Aggregate Principal Balance of the Mortgage
Loans. The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate through the last day of the month in which such
repurchase occurs. Upon the receipt of such purchase price, the Master Servicer
shall provide to the Trustee the certification required by Section 3.04 and the
Trustee and the Custodian, if any, shall promptly release to the Seller the
Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the
Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures.
Section 3.09. Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller and the Trustee an Officer's Certificate certifying that an event
has occurred which may justify termination of such Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to such Servicer. If the Master
Servicer recommends that such Servicing Agreement be terminated, the Master
Servicer's certification must state that the breach is material and not merely
technical in nature. Upon written direction of the Master Servicer, based upon
such certification, the Trustee shall promptly terminate such Servicing
Agreement. Notwithstanding the foregoing, in the event that (i) Norwest Mortgage
fails to make any advance, as a consequence of which the Trustee is obligated to
make an advance pursuant to Section 3.03 and (ii) the Trustee provides Norwest
Mortgage written notice of the failure to make such advance and such failure
shall continue unremedied for a period of 15 days after receipt of such notice,
the Trustee shall terminate the Norwest Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-8 Certificates), the Class M Certificates and the Class
B-1 and Class B-2 Certificates pursuant to the Securities Exchange Act of 1934,
as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a)(i) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Subclasses of Class A Certificates, pro rata based on their
respective Class A Subclass Interest Accrual Amounts in an aggregate amount up
to the sum of the Class A Subclass Interest Accrual Amounts with respect to such
Distribution Date; provided that (i) prior to the Class A-8 Scheduled Accrual
Component Accretion Termination Date, an amount equal to the amount that would
otherwise be distributable in respect of interest to the Class A-8 Certificates
with respect to the Class A-8 Scheduled Accrual Component pursuant to this
provision will be distributed in reduction of the Component Principal Balance
thereof and the Class A Subclass Principal Balances of the Scheduled
Certificates, and (ii) prior to the Class A-9 Accretion Termination Date, an
amount equal to the amount that would otherwise be distributable in respect of
interest to the Class A-9 Certificates pursuant to this provision will instead
be distributed in reduction of the Class A Subclass Principal Balance thereof,
the Class A Subclass Principal Balances of the Scheduled Certificates and the
Component Principal Balance of the Class A-8 Scheduled Accrual Component, in
each case in accordance with Section 4.01(b);
second, to the Subclasses of Class A Certificates, pro rata based on their
respective Class A Subclass Unpaid Interest Shortfall, in an aggregate amount up
to the sum of the Class A Subclass Unpaid Interest Shortfalls; provided that (i)
prior to the Class A-8 Scheduled Accrual Component Accretion Termination Date,
an amount equal to the amount that would otherwise be distributable in respect
of interest shortfalls to the Class A-8 Certificates with respect to the Class
A-8 Scheduled Accrual Component pursuant to this provision will be distributed
in reduction of the Component Principal Balance thereof and the Class A Subclass
Principal Balances of the Scheduled Certificates and (ii) prior to the Class A-9
Accretion Termination Date, an amount equal to the amount that would otherwise
be distributable in respect of interest shortfalls to the Class A-9 Certificates
pursuant to this provision will instead be distributed in reduction of the Class
A Subclass Principal Balance thereof, the Class A Subclass Principal Balances of
the Scheduled Certificates and the Component Principal Balance of the Class A-8
Scheduled Accrual Component, in each case in accordance with Section 4.01(b);
third, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and the Class A-PO Certificates, pro rata, based on their
respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the 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, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class or Subclass (other than the Class A-8, Class A-R or Class
A-LR Certificates) has been reduced to zero or, in the case of the Class A-8
Certificates, after the latter to occur of (i) the Class A Subclass Principal
Balance of such Subclass has been reduced to zero or (ii) the Class A-8 IO A
Component Notional Amount, Class A-8 IO B Component Notional Amount and Class
A-8 IO C Component Notional Amount have been reduced to zero, such Class or
Subclass will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
Class A-PO Certificates), the Class M Certificates and any Class B Subclass with
a lower numerical designation and the amount of the Principal Adjustment, if
any, attributable to the Class M Certificates will be allocated to the
Subclasses of Class A Certificates (other than the Class A-PO Certificates) pro
rata based on the Class A Subclass Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class, Classes,
Component or Components as provided herein. On each Distribution Date, each
Uncertificated Lower-Tier Interest shall receive distributions in respect of
interest (or, in the case of the Class A-L8 Interest and Class A-L9 Interest, as
described below shall have such amounts added to their principal balances) in an
amount equal to (i) Class A Subclass Interest Accrual Amount and Class A
Subclass Unpaid Interest Shortfall, (ii) Component Interest Accrual Amount and
Component Unpaid Interest Shortfall, (iii) Class M Interest Accrual Amount and
Class M Unpaid Interest Shortfall or (iv) Class B Subclass Interest Accrual
Amount and Class B Subclass Unpaid Interest Shortfall, as the case may be, in
respect of its Corresponding Upper-Tier Class, Classes, Component or Components,
in each case to the extent actually distributed (or, in the case of the Class
A-8 Scheduled Accrual Component and the Class A-9 Certificates, added to their
Component Principal Balance or Class A Subclass Principal Balance) thereon. Such
amounts distributed to the Uncertificated Lower-Tier Interests in respect of
principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest (other than the Class A-LWIO Interest) equals the Class A Subclass
Principal Balances, Component Principal Balances, Class M Principal Balance or
Class B Subclass Principal Balance, as the case may be, of the respective
Corresponding Upper-Tier Class, Classes, Component or Components. The Class
A-LWIO Interest has no principal balance. The notional amount of the Class
A-LWIO Interest equals the notional amounts of its Corresponding Upper-Tier
Class, Classes, Component or Components. The initial principal balance of each
Uncertificated Lower-Tier Interest (other than the Class A-LWIO Interest) equals
the Original Class A Subclass Principal Balances, Original Component Principal
Balances, Original Class M Principal Balance, Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance or Original Class B-5 Principal
Balance as the case may be, of the respective Corresponding Upper-Tier Class,
Classes, Component or Components. The initial notional amount of the Class
A-LWIO Interest equals the initial notional amounts of its Corresponding
Upper-Tier Class, Classes, Component or Components.
The pass-through rate with respect to the Class A-L10 Interest and Class
A-LUR Interest shall be 7.250% per annum. The pass-through rate with respect to
the Class A-L1 Interest, Class A-L5 Interest, Class A-L8 Interest and Class A-L9
Interest shall be 7.500% per annum. Prior to the Class A-8 Scheduled Accrual
Component Accretion Termination Date, interest will accrue in respect of the
Class A-L8 Interest and will be added to the principal balance thereof to the
same extent that interest accrues and is added to the Component Principal
Balance of the Class A-8 Scheduled Accrual Component. Prior to the Class A-9
Accretion Termination Date, interest will accrue in respect of the Class A-L9
Interest and will be added to the principal balance thereof to the same extent
that interest accrues and is added to the Class A Subclass Principal Balance of
the Class A-9 Certificates. The pass-through rate with respect to the Class
A-LWIO Interest shall be the Class A-WIO Pass-Through Rate. The Class A-8LPO
Interest is a principal-only interest and is not entitled to distributions of
interest. The Class A-LPO Interest is a principal-only interest and is not
entitled to distributions of interest. Any Non-Supported Interest Shortfalls
will be allocated to each Uncertificated Lower-Tier Interest in the same
relative proportions as interest is allocated to such Uncertificated Lower-Tier
Interest.
(b) The Class A-4 and Class A-WIO Certificates are interest-only
Certificates and are not entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the 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) in the following order from the
designated amounts:
I. The Class A Non-PO Principal Amount, as follows:
first, concurrently, to the Class A-10, Class A-11 and Class A-12
Certificates, pro rata, up to the Priority Amount;
second, concurrently, until all amounts required to be paid on such
Distribution Date under (ii)(a), (b) and (c) below have been made, as follows:
(i) 3.3336452971% to the Class A-8 PO Component, until the Component
Principal Balance thereof has been reduced to zero; and
(ii) 96.6663547029%, sequentially, as follows:
(a) concurrently, 50.8663893347% sequentially, to the Class A-1
and Class A-2 Certificates, in that order, and 49.1336106653% to
the Class A-3 Certificates, up to their respective PAC Principal
Amounts for such Distribution Date;
(b) concurrently, to the Class A-5, Class A-6 and Class A-7
Certificates, pro rata, up to their respective Schedule I
Reduction Amounts for such Distribution Date;
(c) to the Class A-8 Scheduled Accrual Component, up to its
Reduction Amount for such Distribution Date;
II. On each Distribution Date occurring prior to the Class A-8 Scheduled
Accrual Component Accretion Termination Date, an amount equal to the Class A-8
Scheduled Accrual Component Distribution Amount, if any, for such Distribution
Date, as follows:
third, concurrently, as follows:
(i) 65%, sequentially, as follows:
(a) concurrently, to the Class A-5, Class A-6 and Class A-7
Certificates, pro rata, up to their respective Schedule I
Reduction Amounts for such Distribution Date;
(b) to the Class A-8 Scheduled Accrual Component, without regard
to its Reduction Amount, until the Component Principal Balance
thereof has been reduced to zero;
(ii) 35%, sequentially, as follows:
(a) concurrently, to the Class A-5, Class A-6 and Class A-7
Certificates, pro rata, up to their respective Schedule II
Reduction Amounts for such Distribution Date;
(b) to the Class A-8 Scheduled Accrual Component, without regard
to its Reduction Amount, until the Component Principal Balance
thereof has been reduced to zero;
III. On each Distribution Date occurring prior to the Class A-9 Accretion
Termination Date, an amount equal to the Class A-9 Accrual Distribution Amount,
if any, for such Distribution Date, as follows:
fourth, sequentially, as follows:
(i) concurrently, to the Class A-5, Class A-6 and Class A-7
Certificates, pro rata, up to their respective Schedule I
Reduction Amounts for such Distribution Date;
(ii) to the Class A-8 Scheduled Accrual Component, up to its Reduction
Amount for such Distribution Date;
(iii) to the Class A-9 Certificates, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
IV. The remaining Class A Non-PO Principal Amount, as follows:
fifth, concurrently,
(i) 3.3336452971% to the Class A-8 PO Component, until the Component
Principal Balance thereof has been reduced to zero; and
(ii) 96.6663547029%, sequentially as follows:
(a) to the Class A-9 Certificates, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(b) concurrently, to the Class A-5, Class A-6 and Class A-7
Certificates, pro rata, without regard to their Schedule I or
Schedule II Reduction Amounts, until the Class A Subclass
Principal Balance of each such Subclass has been reduced to zero;
(c) to the Class A-8 Scheduled Accrual Component, without regard
to its Reduction Amount, until the Component Principal Balance
thereof has been reduced to zero;
(d) concurrently, as follows:
(A) 50.8663893347%, sequentially, to the Class A-1 and Class
A-2 Certificates, in that order, without regard to their
respective PAC Principal Amounts for such Distribution Date,
until the Class A Subclass Principal Balance of each such
Subclass has been reduced to zero;
(B) 49.1336106653% to the Class A-3 Certificates, without
regard to their PAC Principal Amount for such Distribution
Date, until the Class A Subclass Principal Balance thereof has
been reduced to zero;
sixth, sequentially, to the Class A-R and Class A-LR Certificates, in that
order, until the Class A Subclass Principal Balance of each such Subclass has
been reduced to zero; and
seventh, concurrently, to the Class A-10, Class A-11 and Class A-12
Certificates, pro rata, without regard to the Priority Amount, until the Class A
Subclass Principal Balance of each such Subclass has been reduced to zero.
As used above, the "PAC Principal Amount" for any Distribution Date and
any of the PAC Certificates means the amount, if any, that would reduce the
Class A Subclass Principal Balance of such Subclass to the percentage of its
Original Class A Subclass Principal Balance shown in the tables set forth below
with respect to such Distribution Date.
As used above, the "Schedule I Reduction Amount" for any Distribution Date
and for any Subclass of Scheduled Certificates means the amount, if any, that
would reduce the Class A Subclass Principal Balance of such Subclass to the
percentage of its Original Class A Subclass Principal Balance shown in the
Schedule I tables with respect to such Distribution Date.
As used above, the "Schedule II Reduction Amount" for any Distribution
Date and for any Subclass of Scheduled Certificates means the amount, if any,
that would reduce the Class A Subclass Principal Balance of such Subclass to the
percentage of its Original Class A Subclass Principal Balance shown in the
Schedule II tables with respect to such Distribution Date.
As used above, the "Reduction Amount" for any Distribution Date and for
the Class A-8 Scheduled Accrual Component means the amount, if any, that would
reduce the Component Principal Balance of such Component to the percentage of
its Initial Component Principal Balance shown in the table with respect to such
Distribution Date.
The following tables set forth for each Distribution Date the planned
Class A Subclass Principal Balances for the PAC Certificates and the scheduled
Class A Subclass Principal Balances and Component Principal Balance for the
Scheduled Certificates and Scheduled Component, expressed as a percentage of the
Original Class A Subclass Principal Balance or Original Component Principal
Balance of such Subclass or Component.
<PAGE>
Planned Class A Subclass Principal Balances
as Percentages of Initial ClassA Subclas Principal Balance
Class A-1 Certificates
Percentage of Percentage of
Initial Class A Initial Class A
Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance
- --------------------- ----------------- ----------------- -----------------
Up to and including
September 1998....... 100.00000000 November 1999..... 68.03197557
October 1998......... 98.29367393 December 1999..... 65.13125730
November 1998........ 96.49440853 January 2000...... 62.15856247
December 1998........ 94.60298743 February 2000..... 59.12116663
January 1999......... 92.62018017 March 2000........ 56.04281110
February 1999........ 90.54687583 April 2000........ 52.96705687
March 1999........... 88.38416210 May 2000.......... 49.90673187
April 1999........... 86.13323077 June 2000......... 46.86175740
May 1999............. 83.79536843 July 2000......... 43.83205510
June 1999............ 81.37229230 August 2000....... 40.81754713
July 1999............ 78.86532407 September 2000.... 37.81815600
August 1999.......... 76.27587990 October 2000...... 34.83380467
September 1999....... 73.60606117 November 2000..... 31.86441643
October 1999......... 70.85751770 December 2000..... 28.90991507
Percentage of
Initial Class A
Subclass
Distribution Date Principal Balance
- ------------------------- -----------------
January 2001.......... 25.97022470
February 2001......... 23.04526990
March 2001............ 20.13497553
April 2001............ 17.23926700
May 2001.............. 14.35807003
June 2001............. 11.49131070
July 2001............. 8.63891553
August 2001........... 5.80081147
September 2001........ 2.97692573
October 2001.......... 0.16718603
November 2001.........
and thereafter........ 0.00000000
<PAGE>
Class A-2 Certificates
Percentage of Percentage of
Initial Class A Initial Class A
Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance
- ------------------- ----------------- ----------------- -----------------
Up to and including
October 2001....... 100.00000000 June 2002........ 60.55339211
November 2001...... 95.24601272 July 2002........ 55.69606155
December 2001...... 90.21497070 August 2002...... 50.86304534
January 2002....... 85.20912546 September 2002... 46.05422005
February 2002...... 80.22834895 October 2002..... 41.26946295
March 2002......... 75.27251378 November 2002.... 37.10076421
April 2002......... 70.34149316 December 2002.... 32.95594062
May 2002........... 65.43516109 January 2003..... 28.83487557
Percentage of
Initial Class A
Subclass
Distribution Date Principal Balance
- ------------------------- -----------------
February 2003......... 24.73745307
March 2003............ 20.66355791
April 2003............ 16.61307548
May 2003.............. 12.58589178
June 2003............. 8.58189341
July 2003............. 4.60096769
August 2003........... 0.64300253
September 2003
and thereafter........ 0.00000000
<PAGE>
Planned Class A Subclass Principal Balances
as Percentages of Initial ClassA Subclas Principal Balance
Class A-3 Certificates
Percentage of Percentage of
Initial Class A Initial Class A
Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance
- -------------------- ----------------- ----------------- -----------------
Up to and including
September 1998...... 100.00000000 May 2000......... 67.74211596
October 1998........ 98.90120029 June 2000........ 65.78128493
November 1998....... 97.74255171 July 2000........ 63.83028856
December 1998....... 96.52455884 August 2000...... 61.88907664
January 1999........ 95.24771727 September 2000... 59.95759933
February 1999....... 93.91259953 October 2000..... 58.03580700
March 1999.......... 92.51990604 November 2000.... 56.12365024
April 1999.......... 91.07040427 December 2000.... 54.22107998
May 1999............ 89.56492269 January 2001..... 52.32804733
June 1999........... 88.00456713 February 2001.... 50.44450376
July 1999........... 86.39018871 March 2001....... 48.57040089
August 1999......... 84.72269940 April 2001....... 46.70569064
September 1999...... 83.00345236 May 2001......... 44.85032522
October 1999........ 81.23351002 June 2001........ 43.00425700
November 1999....... 79.41398389 July 2001........ 41.16743869
December 1999....... 77.54604758 August 2001...... 39.33982322
January 2000........ 75.63176151 September 2001... 37.52136373
February 2000....... 73.67581082 October 2001..... 35.71201369
March 2000.......... 71.69348387 November 2001.... 33.91172671
April 2000.......... 69.71283204 December 2001.... 32.12045676
Percentage of
Initial Class A
Distribution Date Subclass
Principal Balance
- --------------------- -----------------
January 2002........ 30.33815793
February 2002....... 28.56478469
March 2002.......... 26.80029162
April 2002.......... 25.04463362
May 2002............ 23.29776582
June 2002........... 21.55964358
July 2002........... 19.83022244
August 2002......... 18.10945829
September 2002...... 16.39730716
October 2002........ 14.69372533
November 2002....... 13.20948711
December 2002....... 11.73374949
January 2003........ 10.26647091
February 2003....... 8.80761016
March 2003.......... 7.35712613
April 2003.......... 5.91497807
May 2003............ 4.48112536
June 2003........... 3.05552762
July 2003........... 1.63814478
August 2003......... 0.22893689
September 2003
and thereafter...... 0.00000000
<PAGE>
Scheduled Class A Subclass Principal Balances as Percentages of Initial
Class A Subclass Principal Balance
Class A-5, Class A-6 and Class A-7 Certificates
Schedule I
Percentage of Percentage of
Initial Class A Initial Class A
Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance
- ------------------- ----------------- ----------------- -----------------
November 1997...... 99.34157393 March 2000...... 62.58925106
December 1997...... 98.57568595 April 2000...... 60.98678990
January 1998....... 97.70252032 May 2000........ 59.41202095
February 1998...... 96.72238319 June 2000....... 57.86453848
March 1998......... 95.63570301 July 2000....... 56.34394192
April 1998......... 94.44303061 August 2000..... 54.84983569
May 1998........... 93.14511309 September 2000.. 53.38182920
June 1998.......... 91.74274293 October 2000.... 51.93953676
July 1998.......... 90.23683387 November 2000... 50.52257752
August 1998........ 88.62842014 December 2000... 49.13057540
September 1998..... 86.91865546 January 2001.... 47.76315909
October 1998....... 85.94510142 February 2001... 46.41996191
November 1998...... 84.91840732 March 2001...... 45.10062180
December 1998...... 83.83976007 April 2001...... 43.80478125
January 1999....... 82.71039644 May 2001........ 42.53208726
February 1999...... 81.53168491 June 2001....... 41.28219125
March 1999......... 80.30516982 July 2001....... 40.05474903
April 1999......... 79.03250829 August 2001..... 38.84942074
May 1999........... 77.71546056 September 2001.. 37.66587080
June 1999.......... 76.35608786 October 2001.... 36.50376784
July 1999.......... 74.95624696 November 2001... 35.36278468
August 1999........ 73.51788952 December 2001... 34.24259823
September 1999..... 72.04340792 January 2002.... 33.14288951
October 1999....... 70.53494592 February 2002... 32.06334350
November 1999...... 68.99471761 March 2002...... 31.00364917
December 1999...... 67.42501523 April 2002...... 29.96349944
January 2000....... 65.82895562 May 2002........ 28.94259105
February 2000...... 64.21202801 June 2002....... 27.94062456
Percentage of
Initial Class A
Subclass
Distribution Date Principal Balance
- ----------------------- -----------------
July 2002............. 26.95730434
August 2002........... 25.99233844
September 2002........ 25.04543863
October 2002.......... 24.11632027
November 2002......... 23.33970523
December 2002......... 22.57932258
January 2003.......... 21.83490050
February 2003......... 21.10617062
March 2003............ 20.39286796
April 2003............ 19.69473090
May 2003.............. 19.01150109
June 2003............. 18.34292348
July 2003............. 17.68874624
August 2003........... 17.04872068
September 2003........ 15.53049594
October 2003.......... 13.85785417
November 2003......... 12.27909459
December 2003......... 10.71882198
January 2004.......... 9.17677793
February 2004......... 7.65270712
March 2004............ 6.14635729
April 2004............ 4.65747919
May 2004.............. 3.18582653
June 2004............. 1.73115598
July 2004............. 0.29322709
August 2004
and thereafter........ 0.00000000
<PAGE>
Scheduled Class A Subclass Principal Balances as Percentages of Initial
Class A Subclass Principal Balance
Class A-5, Class A-6 and Class A-7 Certificates
Schedule II
Percentage of Percentage of
Initial Class A Initial Class A
Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance
- ------------------- ----------------- ----------------- -----------------
November 1997 99.37480004 June 2000 63.70203155
December 1997 98.65392794 July 2000 62.42343786
January 1998 97.83754949 August 2000 61.16453674
February 1998 96.92592700 September 2000 59.92506147
March 1998 95.91941953 October 2000 58.70474832
April 1998 94.81848296 November 2000 57.50333647
May 1998 93.62373504 December 2000 56.32056805
June 1998 92.33582271 January 2001 55.15618803
July 1998 90.95548881 February 2001 54.00994425
August 1998 89.48357147 March 2001 52.88158734
September 1998 87.92100337 April 2001 51.77087072
October 1998 87.10510062 May 2001 50.67755058
November 1998 86.24624278 June 2001 49.60138579
December 1998 85.34531586 July 2001 48.54213794
January 1999 84.40324066 August 2001 47.49957128
February 1999 83.42103840 September 2001 46.47345267
March 1999 82.39986647 October 2001 45.46355160
April 1999 81.34096850 November 2001 44.46964008
May 1999 80.24566718 December 2001 43.49149272
June 1999 79.11552326 January 2002 42.52888660
July 1999 77.95193135 February 2002 41.58160132
August 1999 76.75635952 March 2002 40.64941893
September 1999 75.53062745 April 2002 39.73212387
October 1999 74.27635459 May 2002 38.82950305
November 1999 72.99521577 June 2002 37.94134571
December 1999 71.68894795 July 2002 37.06744344
January 2000 70.35995075 August 2002 36.20759020
February 2000 69.01253400 September 2002 35.36158218
March 2000 67.65868050 October 2002 34.52921790
April 2000 66.31937857 November 2002 33.81746406
May 2000 65.00058753 December 2002 33.11821685
Percentage of
Initial Class A
Subclass
Distribution Date Principal Balance
- -------------------- -----------------
January 2003 32.43128264
February 2003 31.75646995
March 2003 31.09358943
April 2003 30.44245388
May 2003 29.80287813
June 2003 29.17467911
July 2003 28.55767577
August 2003 27.95168910
September 2003 26.46443666
October 2003 24.81976799
November 2003 23.25762058
December 2003 21.71124864
January 2004 20.18045629
February 2004 18.66504969
March 2004 17.16483699
April 2004 15.67962837
May 2004 14.20923595
June 2004 12.75347377
July 2004 11.31215783
August 2004 9.88510602
September 2004 8.47213810
October 2004 7.07307570
November 2004 5.81111189
December 2004 4.56107041
January 2005 3.32279084
February 2005 2.09611447
March 2005 0.88088421
April 2005
and thereafter 0.00000000
<PAGE>
Scheduled Class A Subclass Principal Balance
as Percentages of Initial Class A Subclass Principal Balance
Class A-8 Scheduled Accrual Component
Percentage of Percentage of
Initial Class A Initial Class A
Subclass Subclass
Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ----------------- ----------------- -----------------
November 1997..... 100.40625000 November 2001... 121.97662550
December 1997..... 100.81415040 December 2001... 122.47215550
January 1998...... 101.22370790 January 2002.... 122.96969870
February 1998..... 101.63492920 February 2002... 123.46926310
March 1998........ 102.04782110 March 2002...... 123.97085700
April 1998........ 102.46239040 April 2002...... 124.47448860
May 1998.......... 102.87864380 May 2002........ 124.98016620
June 1998......... 103.29658830 June 2002....... 125.48789810
July 1998......... 103.71623070 July 2002....... 125.99769270
August 1998....... 104.13757790 August 2002..... 126.50955830
September 1998.... 104.56063680 September 2002.. 127.02350340
October 1998...... 104.98541440 October 2002.... 127.53953640
November 1998..... 105.41191760 November 2002... 128.05766570
December 1998..... 105.84015350 December 2002... 128.57790000
January 1999...... 106.27012920 January 2003.... 129.10024770
February 1999..... 106.70185160 February 2003... 129.62471750
March 1999........ 107.13532790 March 2003...... 130.15131790
April 1999........ 107.57056510 April 2003...... 130.68005760
May 1999.......... 108.00757050 May 2003........ 131.21094530
June 1999......... 108.44635130 June 2003....... 131.74398980
July 1999......... 108.88691460 July 2003....... 132.27919980
August 1999....... 109.32926770 August 2003..... 132.81658400
September 1999.... 109.77341780 September 2003.. 133.35615140
October 1999...... 110.21937230 October 2003.... 133.89791080
November 1999..... 110.66713860 November 2003... 134.44187100
December 1999..... 111.11672380 December 2003... 134.98804110
January 2000...... 111.56813550 January 2004.... 135.53643000
February 2000..... 112.02138100 February 2004... 136.08704680
March 2000........ 112.47646790 March 2004...... 136.63990040
April 2000........ 112.93340360 April 2004...... 137.19500000
May 2000.......... 113.39219550 May 2004........ 137.75235470
June 2000......... 113.85285130 June 2004....... 138.31197360
July 2000......... 114.31537850 July 2004....... 138.87386600
August 2000....... 114.77978470 August 2004..... 135.69771000
September 2000.... 115.24607760 September 2004.. 131.60564370
October 2000...... 115.71426480 October 2004.... 127.56904770
November 2000..... 116.18435400 November 2004... 124.04535040
December 2000..... 116.65635290 December 2004... 120.56892260
January 2001...... 117.13026940 January 2005.... 117.13909210
February 2001..... 117.60611110 February 2005... 113.75519480
March 2001........ 118.08388590 March 2005...... 110.41657500
April 2001........ 118.56360170 April 2005...... 107.12258530
May 2001.......... 119.04526630 May 2005........ 103.87258600
June 2001......... 119.52888770 June 2005....... 100.66594580
July 2001......... 120.01447380 July 2005....... 97.50204077
August 2001....... 120.50203260 August 2005..... 94.38025509
September 2001.... 120.99157210 September 2005.. 91.29998041
October 2001...... 121.48310040 October 2005.... 88.26061600
Percentage of
Initial Class A
Subclass
Distribution Date Principal Balance
- ------------------------- -----------------
November 2005......... 85.67473673
December 2005......... 83.12044739
January 2006.......... 80.59727597
February 2006......... 78.10475640
March 2006............ 75.64242849
April 2006............ 73.20983787
May 2006.............. 70.80653588
June 2006............. 68.43207954
July 2006............. 66.08603138
August 2006........... 63.76795956
September 2006........ 61.47743758
October 2006.......... 59.21404430
November 2006......... 57.33865970
December 2006......... 55.48061873
January 2007.......... 53.63966917
February 2007......... 51.81556159
March 2007............ 50.00804932
April 2007............ 48.21688845
May 2007.............. 46.44183778
June 2007............. 44.68265884
July 2007............. 42.93911571
August 2007........... 41.21097515
September 2007........ 39.49800653
October 2007.......... 37.79998168
November 2007......... 36.11667499
December 2007......... 34.44786332
January 2008.......... 32.79332600
February 2008......... 31.15284478
March 2008............ 29.52620379
April 2008............ 27.91318949
May 2008.............. 26.31359071
June 2008............. 24.72719856
July 2008............. 23.15380640
August 2008........... 21.59320988
September 2008........ 20.04520679
October 2008.......... 18.50959721
November 2008......... 16.98618324
December 2008......... 15.47476921
January 2009.......... 13.97516147
February 2009......... 12.48716855
March 2009............ 11.01060093
April 2009............ 9.54527115
May 2009.............. 8.09099372
June 2009............. 6.64758512
July 2009............. 5.21486379
August 2009........... 3.79265011
September 2009........ 2.38076626
October 2009.......... 0.97903639
November 2009.........
and thereafter........ 0.00000000
<PAGE>
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Non-PO Principal Distribution
Amount shall be distributed among the Subclasses of Class A Certificates (other
than the Class A-PO Certificates) pro rata in accordance with their outstanding
Class A Subclass Principal Balances without regard to either the proportions or
the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Subclasses of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class M Fractional Interest is less than
the Original Class M Fractional Interest and the Class M Principal
Balance is greater than zero, the Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4 and Class B-5
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Class M Certificates and/or the
Subclasses of Class B Certificates entitled to receive distributions of
principal would reduce the Class M Principal Balance and/or the Class B Subclass
Principal Balances of the Subclasses of Class B Certificates entitled to receive
distributions of principal below zero, first the Class M Prepayment Percentage
and/or the Class B Subclass Prepayment Percentage of any affected Class B
Subclass for such Distribution Date beginning with the affected Subclass with
the lowest numerical Subclass designation and then, if necessary, the Class M
Percentage and/or the Class B Subclass Percentage of such Subclass of the Class
B Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Class M Principal Balance and/or the Class B
Subclass Principal Balance of such Class B Subclass to zero. The Class B
Subclass Prepayment Percentages and the Class B Subclass Percentages of the
remaining Class B Subclasses will be recomputed substituting for the
Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment Percentage
or Subordinated Percentage, as the case may be, and (B) the percentages
determined in accordance with the preceding sentence necessary to bring the
Class M Principal Balance and/or the Class B Subclass Principal Balances of the
affected Class B Subclasses to zero; provided, however, that if the Class B
Subclass Principal Balances of all the Class B Subclasses eligible to receive
distributions of principal shall be reduced to zero on such Distribution Date,
the Class B Subclass Prepayment Percentage and the Class B Subclass Percentage
of the Class B Subclass with the lowest numerical Subclass designation which
would otherwise be ineligible to receive distributions of principal in
accordance with this Section shall equal the remainder of the Subordinated
Prepayment Percentage for such Distribution Date minus the sum of the Class M
Prepayment Percentage and the Class B Subclass Prepayment Percentages of the
Class B Subclasses having lower numerical Subclass designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class M Percentage and the Class B Subclass Percentages of the Class
B Subclasses having lower numerical Subclass designations, if any, respectively.
Any entitlement of any Class B Subclass to principal payments solely pursuant to
this clause (ii) shall not cause such Subclass to be regarded as being eligible
to receive principal distributions for the purpose of applying the definition of
its Class B Subclass Percentage or Class B Subclass Prepayment Percentage.
(e) The Trustee shall establish and maintain the Upper-Tier Certificate
Account, which shall be a separate trust account and an Eligible Account. On
each Distribution Date other than the Final Distribution Date (if such Final
Distribution Date is in connection with a purchase of the assets of the Trust
Estate by the Seller), the Paying Agent shall, on behalf of the Master Servicer,
from funds available on deposit in the Payment Account, (i) deposit, in
immediately available funds, by wire transfer or otherwise, into the Upper-Tier
Certificate Account the Lower-Tier Distribution Amount and (ii) distribute to
the Class A-LR Certificateholder (other than as provided in Section 9.01
respecting the final distribution to Certificateholders) by check mailed to such
Holder at the address of such Holder appearing in the Certificate Register, the
Class A Subclass Distribution Amount with respect to the Class A-LR Certificate
and all other amounts distributable to the Class A-LR Certificate. The Trustee
may clear and terminate the Upper-Tier Certificate Account pursuant to Section
9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record (other than the Class A-LR Certificateholder) on the
preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class or
Subclass) either in immediately available funds by wire transfer to the account
of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder holds Certificates having a
Denomination at least equal to that specified in Section 11.26, 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-4 Class A-8,Class A-WIO, Class A-R
or A-LR Certificates), the Class M Principal Balance of the Class M Certificates
or the Class B Subclass Principal Balance of any Subclass of Class B
Certificates would be reduced to zero or (i) in the case of the Class A-8
Certificates, upon the later of (a) the Class A Subclass Principal Balance being
reduced to zero or (b) the Class A-8 IO A Component Notional Amount, Class A-8
IO B Component Notional Amount and Class A-8 IO C Component Notional Amount
being reduced to zero, (ii) in the case of the Class A-4 Certificates, the Class
A-4 Notional Amount would be reduced to zero, or (iii) in the case of the Class
A-WIO Certificates, the Class A-WIO Notional Amount would be reduced to zero,
the Master Servicer shall, as soon as practicable after the Determination Date
relating to such Distribution Date, send a notice to the Trustee. The Trustee
will then send a notice to each Certificateholder of such Class or Subclass with
a copy to the Certificate Registrar, specifying that the final distribution with
respect to such Class or Subclass will be made on such Distribution Date only
upon the presentation and surrender of such Certificateholder's Certificates at
the office or agency of the Trustee therein specified; provided, however, that
the failure to give such notice will not entitle a Certificateholder to any
interest beyond the interest payable with respect to such Distribution Date in
accordance with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, an
estate that is subject to United States federal income tax regardless of the
source of its income or a trust if (i) for taxable years 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 (or, to
the extent provided in applicable Treasury regulations, certain trusts in
existence on August 20, 1996 which are eligible to elect to be treated as U.S.
Persons).
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-8 Certificates) and the Class A-8 Scheduled Accrual Component and Class
A-8 PO Component in accordance with the Class A Subclass Loss Percentage and
Component Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Subclasses of Class B Certificates based on their Class B Subclass
Principal Balances.
(c) Any Realized Losses allocated to a Subclass of Class A Certificates or
Class B Certificates or to the Class M Certificates pursuant to Section 4.02(a)
or Section 4.02(b) shall be allocated among the Certificates of such Subclass or
Class based on their Percentage Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Subclasses of Class A Certificates, the Class M Certificates or any
Subclasses of Class B Certificates, each outstanding Class or Subclass to which
such Realized Loss had previously been allocated shall be entitled to its share
(with respect to the Class A-PO Certificates, based on the PO Fraction of such
Mortgage Loan and, with respect to the Class A Certificates (other than the
Class A-PO Certificates), Class M Certificates and Class B Certificates, based
on their pro rata share of the Non-PO Fraction of such Mortgage Loan) of such
Recovery up to the amount of such Realized Loss previously allocated to such
Class or Subclass on the Distribution Date in the month following the month in
which such recovery is received. When the Principal Balance of a Class or
Subclass of Certificates has been reduced to zero, such Class or Subclass shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class or Subclass in accordance with the preceding provisions, each outstanding
Class or Subclass shall be entitled to its pro rata share (determined as
described above) of such excess up to the amount of any unrecovered Realized
Loss previously allocated to such Class or Subclass. Notwithstanding the
foregoing provisions, but subject to the following proviso, if such Recovery
occurs within two years of the realization of such loss and (i) is the result of
an event that would have given rise to the repurchase of the related Mortgage
Loan by the Seller pursuant to Section 2.02 or 2.03, or (ii) represents in whole
or part funds which the applicable Servicer had received in respect of a
Liquidated Loan but failed to remit to the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan such Recovery may, at the sole discretion of the Master
Servicer, be treated as a repurchase or an Unscheduled Principal Receipt with
respect to such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it had
never occurred and the Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the principal balances of the
Certificates as the Master Servicer in its good faith judgment and sole
discretion deems necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect of each Class and
Subclass of Certificates whose principal balances were previously reduced as a
result of such Realized Loss being less than such Class or Subclass would have
received if such Recovery had been deposited in the Certificate Account on or
prior to the Business Day preceding the Distribution Date following the
Applicable Unscheduled Principal Receipt Period in which the Mortgage Loan
became a Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated among the Class A
Certificates, Class M Certificates and Class B Certificates, pro rata based on
the Class A Interest Accrual Amount, the Class M Interest Accrual Amount and the
Class B Interest Accrual Amount for the related Distribution Date, without
regard to any reduction pursuant to this sentence. Any such loss allocated to
the Class A Certificates shall be allocated among the outstanding Subclasses of
Class A Certificates (other than the Class A-8 Certificates) and the Class A-8
Components based on their Class A Subclass Interest Percentages and Component
Interest Percentages, as the case may be. Any such loss allocated to the Class B
Certificates will be allocated among the outstanding Subclasses of Class B
Certificates based on their Class B Subclass Interest Percentages. In addition,
after the Class M Principal Balance and the Class B Principal Balance have been
reduced to zero, the interest portion of Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be
allocated among the outstanding Subclasses of Class A Certificates (other than
the Class A-8 Certificates) and the Class A-8 Components based on their Class A
Subclass Interest Percentages and Component Interest Percentages, as the case
may be.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class, Classes, Component or Components
as provided above.
With respect to any Distribution Date, the interest portion of Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trustee as initial Paying
Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer
for distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee
all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the Certificate Account or,
to the extent required hereunder, from its own funds (i) at or before 10:00
a.m., New York time, on the Business Day preceding each Distribution Date, by
wire transfer of immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m.,
New York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, (a) an amount equal to the Pool
Distribution Amount, (b) Net Foreclosure Profits, if any, with respect to such
Distribution Date and (c) the amount of any recovery in respect of a Realized
Loss. The Master Servicer may cause the Paying Agent to invest the funds in the
Payment Account. Any such investment shall be in Eligible Investments, which
shall mature not later than the Business Day preceding the related Distribution
Date (unless the Eligible Investments are obligations of the Trustee, in which
case such Eligible Investments shall mature not later than the Distribution
Date), and shall not be sold or disposed of prior to maturity. All income and
gain realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Payment Account by the Master Servicer out of its own funds
immediately as realized. The Paying Agent may withdraw from the Payment Account
any amount deposited in the Payment Account that was not required to be
deposited therein and may clear and terminate the Payment Account pursuant to
Section 9.01.
Section 4.04. Statements to Certificateholders;
Report to the Trustee and the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class
A Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each
Subclass of Class A Certificates allocable to interest, (b) the amount
of the Current Class A Interest Distribution Amount allocated to each
Class A Subclass, (c) any Class A Subclass Interest Shortfall Amounts
arising with respect to such Distribution Date and any remaining Class
A Subclass Unpaid Interest Shortfall with respect to each Subclass
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class A Subclass for
such Distribution Date and (e) the interest portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Subclass for such Distribution Date;
(iii) the amount of such distribution to Holders of the Class M
Certificates allocable to principal, identifying the aggregate amount
of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of the
Class M Certificates allocable to interest, (b) the amount of the
Current Class M Interest Distribution Amount, (c) any Class M Interest
Shortfall Amount arising with respect to such Distribution Date and any
remaining Class M Unpaid Interest Shortfall after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to the Class M Certificates for such Distribution Date and
(e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class M
Certificates for such Distribution Date;
(v) the amount of such distribution to Holders of each Class
B Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(vi) (a) the amount of such distribution to Holders of each
Class B Subclass allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class B Subclass
and the Pass-Through Rate applicable to such Distribution Date, (c) any
Class B Subclass Interest Shortfall Amounts arising with respect to
such Distribution Date and any remaining Class B Subclass Unpaid
Interest Shortfall with respect to each Class B Subclass after giving
effect to such distribution, (d) the amount of any Non-Supported
Interest Shortfall allocated to each Class B Subclass for such
Distribution Date, and (e) the interest portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Class B Subclass for such Distribution Date;
(vii) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the Servicing Agreements or
this Agreement;
(viii) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(ix) the Class A Principal Balance, the Class A Subclass
Principal Balance of each Subclass of Class A Certificates, the
Component Principal Balance of each Component, the Class M Principal
Balance, the Class B Principal Balance and the Class B Subclass
Principal Balance of each Subclass of Class B Certificates as of the
following Determination Date after giving effect to the distributions
of principal made, and the principal portion of Realized Losses, if
any, allocated with respect to such Distribution Date;
(x) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans
for such Distribution Date and the aggregate Scheduled Principal
Balance of the Discount Mortgage Loans for such Distribution Date;
(xi) the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by Norwest Mortgage and, collectively, by the
Other Servicers as of such Distribution Date;
(xii) the Class A Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiii) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xiv) the Class M Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xv) the Class M Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xvi) the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xvii) the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Prepayment Percentages for the following Distribution Date (without
giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xviii) the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c) three months or
more;
(xix) the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding Determination Date;
(xx) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xxi) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close of
business on such Distribution Date;
(xxii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses
or Excess Bankruptcy Losses;
(xxiii) the aggregate amount of Bankruptcy Losses allocated to
each Subclass of Class B Certificates or, following the reduction of
the Class B Principal Balance to zero, solely to the Class M
Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary;
(xxiv) the amount by which the Class B Subclass Principal
Balance of each Subclass of Class B Certificates and the Class M
Principal Balance has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxv) the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined not to
foreclose because it believes the related Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous
substances;
(xxvi) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate
Available Master Servicer Compensation has been reduced by the
Prepayment Interest Shortfall for the related Distribution Date;
(xxviii) in the case of the Class A-8 Certificates, the Class A-8
IO A Component Notional Amount, Class A-8 IO B Component Notional
Amount and Class A-8 IO C Component Notional Amount;
(xxix) in the case of the Class A-4 Certificates, the Class A-4
Notional Amount;
(xxx) in the case of the Class A-WIO Certificate, the Class
A-WIO Notional Amount;
(xxxi) the Class A-PO Deferred Amount, if any; and
(xxxii) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare
their tax returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Subclass of Class A
Certificates pursuant to clauses (i) and (ii) above, with the Class M
Certificates pursuant to clauses (iii) and (iv) above and with respect to a
Class B Subclass pursuant to clauses (v) and (vi) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than the Class A-R, Class A-LR and Class A-WIO Certificates) with a $1,000
Denomination, as a dollar amount per Class A-R and Class A-LR Certificate with a
$100 Denomination and as a dollar amount per Class A-WIO Certificate with a 1%
Denomination.
Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall furnish or cause to be furnished to each Person who at
any time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder, the information set forth in clauses (iii)
and (iv)(a) above in the case of a Class M Certificateholder and the information
contained in clauses (v) and (vi)(a) above in the case of a Class B
Certificateholder aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trustee,
any Paying Agent and the Seller (the information in such statement to be made
available to Certificateholders by the Master Servicer on written request)
setting forth the Class A Subclass Distribution Amount with respect to each
Class A Subclass, the Class M Distribution Amount and the Class B Subclass
Distribution Amount with respect to each Class B Subclass. The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
and the Paying Agent shall be protected in relying upon the same without any
independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-7, Class B-3, Class B-4 or Class B-5
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be
made on the Certificates and all losses to be allocated to the Certificates. In
the event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) Except as set forth in the next sentence, the Class A, Class M and
Class B Certificates shall be issued only in minimum Denominations of a Single
Certificate and, except for the Class A-R and Class A-LR Certificates, integral
multiples of $1,000 in excess thereof or, in the case of the Class A-WIO
Certificates, 1% Percentage Interest in excess thereof (except, if necessary,
for one Certificate of each Class or Subclass (other than the Class A-WIO, Class
A-R or Class A-LR Certificate) that evidences one Single Certificate plus such
additional principal portion or notional amount as is required in order for all
Certificates of such Class or Subclass to equal the aggregate Original Class A
Subclass Principal Balance (or Original Class A-4 Notional Amount in the case of
the Class A-4 Certificates), Original Class M Principal Balance or the aggregate
Original Class B Subclass Principal Balance of such Class or Subclass, as the
case may be), and shall be substantially in the respective forms set forth as
Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-PO,
A-WIO, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, C, and D (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the Trustee to or upon the order of the Seller upon receipt by the
Trustee or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion (or notional amount) evidenced by the Class A, Class
M and Class B Certificates shall be the sum of the amounts specifically set
forth in the respective Certificates. The Certificates shall be executed by
manual or facsimile signature on behalf of the Trustee by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind
the Trustee notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless manually countersigned by a Responsible Officer of the Trustee,
or unless there appears on such Certificate a certificate of authentication
executed by the Authenticating Agent by manual signature, and such
countersignature or certificate upon a Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Trustee or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate
Registrar and the Trustee may deal with the Clearing Agency for all
purposes (including the making of distributions on the Book-Entry
Certificates and the taking of actions by the Holders of Book-Entry
Certificates) as the authorized representative of the Beneficial
Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law, the rules, regulations and procedures of the Clearing Agency
and agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and
transmit distributions of principal and interest on the Certificates to
the Clearing Agency Participants, for distribution by such Clearing
Agency Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trustee at the Corporate Trust Office.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be maintained in accordance with the provisions of Section 5.06 a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall act as, or
shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class or Subclass.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class or Subclass upon surrender
of the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled
by the Certificate Registrar, the Trustee or the Authenticating Agent in
accordance with their standard procedures.
(b) No transfer of a Class A-8, Class A-PO, Class A-WIO, Class B-3, Class
B-4 or Class B-5 Certificate shall be made unless the registration requirements
of the Securities Act of 1933, as amended, and any applicable State securities
laws are complied with, or such transfer is exempt from the registration
requirements under said Act and laws. In the event that a transfer is to be made
in reliance upon an exemption from said Act or laws, (i) unless such transfer is
made in reliance on Rule 144A, the Trustee or the Seller may, if such transfer
is to be made within three years after the later of (i) the date of the initial
sale of Certificates or (ii) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, require a
Class A-8, Class A-PO, 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 Trustee and the Seller, to the effect
that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer, and (ii) the Trustee
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee, the Seller or
the Master Servicer. The Holder of a Class A-8, Class A-PO, 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 Trustee, the Seller, the Master Servicer
and any Paying Agent acting on behalf of the Trustee against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws. Neither the Seller nor the Trustee is under an
obligation to register the Class A-8, Class A-PO, 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-PO, Class A-WIO (other than to an affiliate
of the Seller on the Closing Date), Class M or Class B Certificate shall be made
unless the Trustee and the Seller shall have received (i) a representation
letter from the transferee in the form of Exhibit J hereto, in the case of a
Class A-PO, Class 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, or
subject to any federal, state or local law ("Similar Law") which is to a
material extent similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan") and is not a person acting on behalf of or using the
assets of any such Plan, which representation letter shall not be an expense of
the Trustee, the Seller or the Master Servicer or (b) with respect to the Class
M, Class B-1 and Class B-2 Certificates only, if such transferee is an insurance
company, the source of funds used to purchase the Class M or Class B Certificate
is an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg.
35925 (July 12, 1995)) and there is no Plan with respect to which the amount of
such general account's reserves and liabilities for the contract(s) held by or
on behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition or (ii) in the case of any such Class
A-PO, Class A-WIO, Class M or Class B Certificate presented for registration in
the name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel
satisfactory to the Trustee and the Seller to the effect that the purchase or
holding of such Class A-PO, Class A-WIO, Class M or Class B Certificate will not
result in the assets of the Trust Estate being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA, the Code or Similar
Law and will not subject the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Seller or the Master
Servicer and (B) such other opinions of counsel, officer's certificates and
agreements as the Seller or the Master Servicer may require in connection with
such transfer, which opinions of counsel, officers' certificates and agreements
shall not be an expense of the Trustee, the Seller or the Master Servicer. The
Class A-PO, 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
or Class A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person investing the assets of a Plan (such plan or
Person, an "ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not a Non-U.S. Person
or (ii) is a Non-U.S. Person that holds the Class A-R or Class A-LR Certificate
in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Trustee with an effective Internal
Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class A-R or Class A-LR
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R or
Class A-LR Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R or Class A-LR Certificate in connection with any such
transfer to a disqualified organization or agent thereof (including a broker,
nominee or middleman), an ERISA Prohibited Holder or a Non-permitted Foreign
Holder, and neither the Certificate Registrar nor the Trustee shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class A-R or Class A-LR Certificate, unless the transferor shall have
provided to the Trustee an affidavit, substantially in the form attached as
Exhibit H hereto, signed by the transferee, to the effect that the transferee is
not such a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R or Class A-LR
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest
in any portion of the Class A-R or Class A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class
A-LR Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R or Class A-LR Certificate as completely
as if such transfer had never occurred, provided that the Master Servicer may,
but is not required to, recover any distributions made to such transferee with
respect to Class A-R or Class A-LR Certificate, and (ii) the Master Servicer
agrees to furnish to the Internal Revenue Service and to any transferor of the
Class A-R or Class A-LR Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for
periods after such transfer. At the election of the Master Servicer, the cost to
the Master Servicer of computing and furnishing such information may be charged
to the transferor or such agent referred to above; however, the Master Servicer
shall in no event be excused from furnishing such information.
(e) No transfer of a Class A-8 Certificate shall be made unless the
Trustee shall have received a representation letter in the form of Exhibit J
hereto to the effect that if the transferee is a Plan or a person acting on
behalf of or using the assets of a Plan such transferee is an "accredited
investor" as defined in Rule 501(a)(1) of Regulation D of the Securities Act of
1933, as amended, which representation letter shall not be an expense of the
Trustee, the Seller or the Master Servicer.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class or Subclass. Upon
the issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
(a) If the Trustee is not acting as Certificate Registrar, the Certificate
Registrar shall furnish or cause to be furnished to the Trustee, within 15 days
after receipt by the Certificate Registrar of a request by the Trustee in
writing, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Certificateholders of each Class or Subclass as of
the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trustee in writing that the
Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Subclass of Book-Entry Certificates advise
the Trustee through the Clearing Agency and Clearing Agency Participants in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of the Beneficial Owners, the Trustee shall
notify the Beneficial Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer
each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the Master Servicer
and Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any
of the partners, directors, officers, employees or agents of any of them shall
be under any liability to the Trust Estate or the Certificateholders and all
such Persons shall be held harmless for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A, Class M and Class B
Certificates in the same manner as Realized Losses are allocated pursuant to
Section 4.02(a).
Section 6.04. Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to
the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is
satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
Section 6.07. Indemnification of Trustee and Seller by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee and the
Seller and any director, officer or agent thereof against any loss, liability or
expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties of the Master Servicer under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement.
Any payment pursuant to this Section made by the Master Servicer to the Trustee
or the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds
to the Paying Agent as required by Section 4.03 or (b) to distribute or
cause to be distributed to Certificateholders any payment required to
be made by the Master Servicer under the terms of this Agreement which,
in either case, continues unremedied for a period of three business
days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or to the Master Servicer and the Trustee by
the holders of Certificates evidencing in the aggregate not less than
25% of the aggregate Voting Interest represented by all Certificates;
or
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer in the Certificates or
in this Agreement which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee, or to the Master Servicer and the Trustee by the holders
of Certificates evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged and unstayed
for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee
in any bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities, voluntary liquidation or similar proceedings of
or relating to the Master Servicer, or of or relating to all or
substantially all of its property; or
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose
of all or substantially all of its assets; or consolidate with or merge
into another entity or shall permit another entity to consolidate or
merge into it, such that the resulting entity does not meet the
criteria for a successor servicer, as specified in Section 6.02 hereof;
or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHMLC, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04. Action upon Certain Failures of the
Master Servicer and upon Event of Default.
In the event that the Trustee shall have knowledge of any failure of the
Master Servicer specified in Section 7.01(i) or (ii) which would become an Event
of Default upon the Master Servicer's failure to remedy the same after notice,
the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee or the Trustee shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
Section 7.05. Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register. The Trustee shall also, within 45 days
after the occurrence of any Event of Default known to the Trustee, give written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register, unless such Event of Default shall have been cured or
waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after
the curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee, and conforming to the requirements
of this Agreement;
(ii) The Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of holders of Certificates which
evidence in the aggregate not less than 25% of the Voting Interest
represented by all Certificates relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee under this
Agreement; and
(iii) The Trustee shall not be liable for any error of judgment
made in good faith by any of their respective Responsible Officers,
unless it shall be proved that the Trustee or such Responsible Officer,
as the case may be, was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel, and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement; and
(iv) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys.
Section 8.03. Trustee not Required to Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
by the Master Servicer upon demand.
Section 8.04. Trustee not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
Section 8.05. Trustee May Own Certificates.
The Trustee and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to receive, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, such entity shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08. Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice of resignation to the Master Servicer, such
resignation to be effective upon the appointment of a successor trustee. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.07 and shall fail to resign after written request
for its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such
successor, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
Section 8.11. Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Wherever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's countersignature, such reference shall be deemed to
include authentication on behalf of the Trustee by the Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Seller and the
Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred
upon the Trustee, in respect of the receipt, custody and payment of
moneys shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder) the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other
separate trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this
Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trustee may at any time on or after the Closing Date, with the consent
of the Master Servicer and the Seller, appoint one or more Custodians to hold
all or a portion of the Owner Mortgage Loan Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to this Article VIII, the Trustee
agrees to comply with the terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Owner Mortgage Loan File. Each Custodial
Agreement may be amended only as provided in Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee and the Master Servicer covenants and
agrees that it shall perform its duties hereunder in a manner consistent with
the REMIC Provisions and shall not knowingly take any action or fail to take any
action that would (i) affect the determination of the Trust Estate's status as
two separate REMICs; or (ii) cause the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer,
or, in the case of any tax return or other action required by law to be
performed directly by the Trustee, the Trustee, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
returns, make, or cause to be made, elections satisfying the requirements of the
REMIC Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier
REMIC and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward,
or cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trustee and calculated on a monthly basis by using the issue
prices of the Certificates; (iv) make available information necessary for the
application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-8 Scheduled Accrual Component, Class
A-8 PO Component, Class A-8 IO A Component, Class A-8 IO B Component and Class
A-8 IO C Component, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-9, Class A-10, Class A-11, Class A-12, Class A-PO,
Class A-WIO and Class A-R Certificates, the Class M Certificates and the Class
B-l, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates and the
interests in the Lower-Tier REMIC represented by the Class A-L1, Class A-L5,
Class A-L8PO, Class A-L8, Class A-L9, Clas A-L10, Class A-LPO, A-LWIO, Class
A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4, Class B-L5 and Class M-L
Interests and the Class A-LR Certificate; (viii) exercise reasonable care not to
allow the occurrence of any "prohibited transactions" within the meaning of Code
Section 860F(a), unless the Master Servicer shall have provided an Opinion of
Counsel to the Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Upper-Tier REMIC or Lower-Tier REMIC or
the Trust Estate to tax or (c) cause the Trust Estate to fail to qualify as two
separate REMICs; (ix) exercise reasonable care not to allow either the
Upper-Tier REMIC or the Lower-Tier REMIC to receive income from the performance
of services or from assets not permitted under the REMIC Provisions to be held
by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC)
the amount of any federal income tax, including, without limitation, prohibited
transaction taxes, taxes on net income from foreclosure property, and taxes on
certain contributions to a REMIC after the Startup Day, imposed on the
Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when and as the same
shall be due and payable (but such obligation shall not prevent the Master
Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d),
and the Master Servicer is hereby designated as agent of the Class A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be tax
matters persons in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee shall sign the tax returns referred to in clause (i) of
the second preceding sentence. In order to enable the Master Servicer or the
Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class and Subclass of Certificates
and the Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to
the Master Servicer or the Trustee, as the case may be, promptly upon request
therefor, any such additional information or data that the Master Servicer or
the Trustee, as the case may be, may from time to time, request in order to
enable the Master Servicer to perform its duties as set forth above. The Seller
hereby indemnifies the Master Servicer or the Trustee, as the case may be, for
any losses, liabilities, damages, claims or expenses of the Master Servicer or
the Trustee arising from any errors or miscalculations by the Master Servicer or
the Trustee pursuant to this Section that result from any failure of the Seller
to provide, or to cause to be provided, accurate information or data to the
Master Servicer or the Trustee, as the case may be, on a timely basis. The
Master Servicer hereby indemnifies the Seller and the Trustee for any losses,
liabilities, damages, claims or expenses of the Seller or the Trustee arising
from the Master Servicer's willful misfeasance, bad faith or gross negligence in
preparing any of the federal, state and local tax returns of the REMIC as
described above. In the event that the Trustee prepares any of the federal,
state and local tax returns of the REMIC as described above, the Trustee hereby
indemnifies the Seller and the Master Servicer for any losses, liabilities,
damages, claims or expenses of the Seller and the Master Servicer arising from
the Trustee's willful misfeasance, bad faith or negligence in connection with
such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each of
the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to perform its obligations under this Section 8.14.
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities
of the Seller, the Master Servicer and the Trustee created hereby (other than
the obligation of the Trustee to make certain payments after the Final
Distribution Date to Certificateholders and the obligation of the Master
Servicer to send certain notices as hereinafter set forth and the tax reporting
obligations under Sections 4.05 and 8.14 hereof) shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to this Article IX following the earlier of (i) the purchase by the
Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate and (ii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Estate (including for this purpose the
discharge of any Mortgagor under a defaulted Mortgage Loan on which a Servicer
is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.25. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Subclasses of Class A Certificates, the respective Class A Subclass
Principal Balance together with any related Class A Subclass Unpaid Interest
Shortfall and one month's interest in an amount equal to the respective Class A
Subclass Interest Accrual Amount, (ii) as to the Class M Certificates, the Class
M Principal Balance together with any related Class M Unpaid Interest Shortfall
and one month's interest at the Class M Pass-Through Rate on the Class M
Principal Balance, (iii) as to the Subclasses of Class B Certificates, the
respective Class B Subclass Principal Balance together with any related Class B
Subclass Unpaid Interest Shortfall and one month's interest in an amount equal
to the respective Class B Subclass Interest Accrual Amount and (iv) as to the
Class A-R and Class A-LR Certificates, the amounts, if any, which remain on
deposit in the Upper-Tier Certificate Account and the Certificate Account,
respectively (other than amounts retained to meet claims) after application
pursuant to clauses (i), (ii) and (iii) above and payment to the Master Servicer
of any amounts it is entitled as reimbursement or otherwise hereunder. Such
amount shall be distributed in respect of interest and principal in respect of
the Uncertificated Lower-Tier Interests in the same amounts as distributed to
their Corresponding Upper-Tier Class, Classes, Component or Components in the
manner specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the
price paid pursuant to clause (i) of the first paragraph of this Section 9.01,
after reimbursement to the Servicers, the Master Servicer and the Trustee of any
Periodic Advances, is insufficient to pay in full the amounts set forth in
clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the amount
available for distribution to Certificateholders shall be allocated in reduction
of the amounts otherwise distributable on the Final Distribution Date in the
same manner as Realized Losses are allocated pursuant to Sections 4.02(b) and
4.02(g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trustee shall on such date cause all funds, if
any, in the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal tax or
cause the Trust Estate to fail to qualify as two separate REMICs at any time
that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section
9.01 shall provide that such notice constitutes the adoption of a plan
of complete liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as
of the date of such notice (or, if earlier, the date on which the first
such notice is mailed to Certificateholders). The Master Servicer shall
also specify such date in a statement attached to the final tax returns
of the Upper-Tier REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the Final Distribution Date,
the Trustee shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and
shall distribute such cash within 90 days of such adoption in the
manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Seller, the Master Servicer and the Trustee, without the consent of
any of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, (iii) to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as two separate REMICs at all times that any
Certificates are outstanding or to avoid or minimize the risk of the imposition
of any federal tax on the Trust Estate, the Upper-Tier REMIC or the Lower-Tier
REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee has received an Opinion of Counsel to the effect
that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action
shall not, as evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the Upper-Tier Certificate Account and
Certificate Account provided that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Certificates as evidenced by a letter from each
Rating Agency to such effect, (v) to modify, eliminate or add to the provisions
of Section 5.02 or any other provisions hereof restricting transfer of the
Certificates, provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such modifications to this Agreement
will neither adversely affect the rating on the Certificates nor give rise to a
risk that either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the
aggregate Voting Interests of each Class or Subclass of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class or Subclass; provided, however, that no such amendment shall (i) reduce in
any manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interest of the Holders of Certificates of any Class or Subclass in
a manner other than as described in clause (i) hereof without the consent of
Holders of Certificates of such Class or Subclass evidencing, as to such Class
or Subclass, Voting Interests aggregating not less than 66-2/3% or (iii) reduce
the aforesaid percentage of Certificates of any Class or Subclass the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class or Subclass then outstanding.
Notwithstanding any contrary provision of this Agreement the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder or the Trustee; provided, however, (i) that such amendment
does not conflict with any provisions of the related Servicing Agreement, (ii)
that the related Servicing Agreement provides for the remittance of each type of
Unscheduled Principal Receipts received by such Servicer during the Applicable
Unscheduled Principal Receipt Period (as so amended) related to each
Distribution Date to the Master Servicer no later than the 24th day of the month
in which such Distribution Date occurs and (iii) that such amendment is for the
purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with respect
to all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period for all
Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior
Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trustee.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee, but only upon
direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
not less than 25% of the Voting Interest represented by all Certificates shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer, to Norwest Bank
Minnesota, National Association, 7485 New Horizon Way, Frederick, Maryland
21703, Attention: Vice President or such other address as may hereafter be
furnished to the Seller and the Trustee in writing by the Master Servicer, (iii)
in the case of the Trustee, to the Corporate Trust Office and (iv) in the case
of the Trustee, to the Corporate Trust Office, or such other address as may
hereafter be furnished to the Seller and the Master Servicer in writing by the
Trustee Attention: Corporate Trust Department Any notice required or permitted
to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice mailed or transmitted within the time prescribed in this Agreement shall
be conclusively presumed to have been duly given, whether or not the addressee
receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, such Servicer or a Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies.
(a) The Trustee shall give prompt notice to each Rating Agency of the
occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency of
the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 7.250% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is October 1, 1997.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $350,005,093.03.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.84382243%.
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 $ 30,000,000.00
Class A-2 $ 16,587,000.00
Class A-3 $ 45,000,000.00
Class A-5 $ 63,670,000.00
Class A-6 $ 50,000,000.00
Class A-7 $ 6,666,000.00
Class A-8 $ 45,202,000.00
Class A-9 $ 10,000,000.00
Class A-10 $ 45,193,000.00
Class A-11 $ 19,985,300.00
Class A-12 $ 2,664,700.00
Class A-PO $ 511,310.84
Class A-LR $ 100.00
Class A-R $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $334,968,200.00.
Section 11.07. Original Class A-4 Notional Amount.
The Original Class A-4 Notional Amount is $8,517,591.00.
Section 11.08. Original Component Principal Balance.
As to the following Class A-8 Component, the Component Principal Balance
of such Component as of the Cut-Off Date, as follows:
Original Component
Class A-8 Component Principal Balance
Class A-8 PO Component $ 8,905,000.00
Class A-8 Scheduled Accrual Component $ 36,297,000.00
Section 11.09. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.15617757%.
Section 11.10. Original Class M Percentage.
The Original Class M Percentage is 1.40202780%.
Section 11.11. Original Class M Principal Balance.
The Original Class M Principal Balance is $4,900,000.00.
Section 11.12. Original Class M Fractional Interest.
The Original Class M Fractional Interest is 2.75414976%.
Section 11.13. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.35195538%.
Section 11.14. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.55079664%.
Section 11.15. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.30043453%.
Section 11.16. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.25036211%.
Section 11.17. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.30060111%.
Section 11.18. Original Class B Principal Balance.
The Original Class B Principal Balance is $9,625,582.19.
Section 11.19. Original Class B Subclass Principal Balances.
As to any Class B Certificate, the Class B Subclass Principal Balance of
such Subclass as of the Cut-Off Date, is as follows:
Original Class B
Class B Subclass Subclass Principal Balance
Class B-1 $ 4,725,000.00
Class B-2 $ 1,925,000.00
Class B-3 $ 1,050,000.00
Class B-4 $ 875,000.00
Class B-5 $ 1,050,582.19
Section 11.20. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.40219438%.
Section 11.21. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 0.85139774%.
Section 11.22. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.55096321%.
Section 11.23. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.30060111%.
Section 11.24. Closing Date.
The Closing Date is October 30, 1997.
Section 11.25. 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 $35,000,509.30 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.26. Wire Transfer Eligibility.
With respect to the Class A (other than the Class A-4, Class A-WIO, Class
A-R and Class A-LR Certificates), the Class M and the Class B Certificates, the
minimum Denomination eligible for wire transfer on each Distribution Date is
$500,000. With respect to the Class A-4 and Class A-WIO Certificates, the
minimum Denomination eligible for wire transfer on each Distribution Date is
100% Percentage Interest. The Class A-R and Class A-LR Certificates are not
eligible for wire transfer.
Section 11.27. Single Certificate.
A Single Certificate for each Subclass of Class A Certificates (other than
the Class A-4, Class A-WIO, Class A-R and Class A-LR Certificates), the Class M
Certificates and the Class B Certificates (other than the Class B-3, Class B-4,
and Class B-5 Certificates) represents a $100,000 Denomination. A Single
Certificate for the Class A-4 Certificates represents a $2,839,000 Denomination.
A Single Certificate for the Class A-WIO Certificates represents 25% Percentage
Interest. A Single Certificate for the Class A-R and Class A-LR Certificates
represents a $100 Denomination. A Single Certificate for the Class B-3, Class
B-4 and Class B-5 Certificates represents a $250,000 Denomination.
Section 11.28. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to 0.250% per annum
or such other amount set forth on the Mortgage Loan Schedule.
Section 11.29. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.016% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
Name:
Title:
FIRST UNION NATIONAL BANK
as Trustee
By:
Name:
Title:
Attest:
By:
Name:
Title:
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 30th day of October, 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 McLean, Virginia; that he is
an Assistant Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 30th day of October, 1997, before me, a notary public in and for
the State of New York, personally appeared Richard Poska, known to me who, being
by me duly sworn, did depose and say that he resides at Frederick, Maryland;
that he is a Vice President of Norwest Bank Minnesota, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of October, 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 30th day of October, 1997, before me, a notary public in and for
the State of North Carolina, personally appeared --------------------, known to
me who, being by me duly sworn, did depose and say that he resides at
- ------------------, North Carolina; that he is a --------------------- of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1997-17 Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
Countrywide Home Loans, Inc. Prior Month Prior Month
First Bank National Association Prior Month Prior Month
The Huntington Mortgage Company Prior Month Prior Month
National City Mortgage Company Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid-Month Mid-Month
FT Mortgage Companies Mid-Month Prior-Month
Citicorp Mortgage Inc. Prior-Month Prior-Month
Suntrust Mortgage, Inc. Prior Month Prior Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.750% 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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By-------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By -----------------------
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $ (initial Class A-4
by this Certificate: % Notional Amount)
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-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 October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-4
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-4 Certificates each month in an amount equal to the
product of (i) 1/12th of 7.500% and (ii) the Class A-4 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-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 on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1997, at an issue price of
19.93017% of the initial Class A-4 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the Prepayment Assumption of 225% SPA (as defined in the
Prospectus Supplement dated October 22, 1997 with respect to the offering of the
Class A-1, A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-9, Class A-10, Class A-11, Class A-12, Class A-R, Class A-LR, Class M, Class
B-1 and Class B-2 Certificates) used to price this Certificate: (i) the amount
of OID as a percentage of the initial Class A-4 Notional Amount is approximately
5.76419739%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 13.55%; and (iii) the amount of OID allocable to the
short first accrual period (October 30, 1997 to November 25, 1997) as a
percentage of the initial Class A-4 Notional Amount, calculated using the exact
method, is approximately 0.18742127%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 7.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of Class A-6 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 7.150% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-7 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 8.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
A PURCHASER OF THIS CERTIFICATE THAT IS A PLAN (AS DEFINED IN SECTION
5.02(c) OF THE POOLING AND SERVICING AGREEMENT) OR PERSON ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN WILL BE REQUIRED TO REPRESENT THAT IT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1) OF REGULATION D UNDER THE
ACT.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE CLASS A-8 SCHEDULED ACCRUAL COMPONENT ACCRETION TERMINATION
DATE, THE INTEREST THAT ACCRUES ON A PORTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE
PRINCIPAL BALANCE OF THIS CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF
THE PRINCIPAL BALANCE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS
DEFINED HEREIN), THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY
TIME MAY BE MORE OR LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-8 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. For the purposes of determining
distributions of interest and in reduction of principal balance, the Class A-8
Certificates consist of five components (each, a "Component" and individually,
the "Class A-8 Scheduled Accrual Component," "Class A-8 PO Component," "Class
A-8 IO A Component," the "Class A-8 IO B Component" and the "Class A-8 IO C
Component"). The amount of interest which accrues on the Class A-8 Certificates
in any month will equal the sum of the interest which accrues on the Class A-8
Components (other than the Class A-8 PO Component). The component rate (the
"Component Rate") on (i) the Class A-8 Scheduled Accrual Component applicable to
each Distribution Date will be 7.500% per annum, (ii) the Class A-8 IO A
Component applicable to each Distribution Date will be 7.500% per annum, (iii)
the Class A-8 IO B Component applicable to each Distribution Date will be equal
to the the Weighted Average Net Mortgage Interest Rate of the Premium Mortgage
Loans on the first day of such month minus 7.250% and (iv) the Class A-8 IO C
Component applicable to each Distribution Date will be 7.500% per annum.
Interest with respect to each Component will accrue during each month in an
amount equal to the product of (i) 1/12th of the Component Rate for such
Component and (ii) the outstanding Component Principal Balance in the case of
the Class A-8 Scheduled Accrual Component or the outstanding notional amount in
the case of the Class A-8 IO A Component, Class A-8 IO B Component or Class A-8
IO C Component. Prior to the Class A-8 Scheduled Accrual Component Accretion
Termination Date, no distribution of interest on this Certificate with respect
to its Class A-8 Scheduled Accrual Component will be made. Prior to the Class
A-8 Scheduled Accrual Component Accretion Termination Date, interest otherwise
available for distribution on this Certificate with respect to its Class A-8
Scheduled Accrual Component will be added to the Component Principal Balance of
such Component on each Distribution Date. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class A-8 Certificates with respect to their
Components. The Class A-8 Certificates are not entitled to distributions of
interest with respect to the Class A-8 PO Component.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class A-8 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), and any applicable state securities laws or is made in
accordance with the Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Act, the Trustee or the Seller may require the Holder to deliver an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee and
the Seller that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Act and of any applicable statute of any state. The Holder
hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Seller, the Master Servicer, and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. In connection with any such transfer, the Trustee and the Seller
will also require if the transferee is a Plan or a person acting on behalf of or
investing the assets of a Plan, a representation letter, in the form as
described in the Agreement, stating that such transferee is an "accredited
investor" as defined in Rule 501(a)(1) of the Act.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1997, at an issue price of
100.63297%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
Prepayment Assumption of 225% SPA (as defined in the Prospectus Supplement dated
October 22, 1997 with respect to the offering of the Class A-1, A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-R, Class A-LR, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
77.10938950%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.69%; and (iii) the amount of OID allocable to the
short first accrual period (October 30, 1997 to November 25, 1997) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.53704483%.
Each Component of this Certificate constitutes a "regular interest" in a
"real estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE CLASS A-9 ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES
ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-9 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 7.500% per
annum. Prior to the Class A-9 Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the Class A-9 Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Class A Subclass Principal Balance of the Class
A-9 Certificates on each Distribution Date. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class A-9 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
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 October 30, 1997, at an issue price of
98.04167%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
225% SPA (as defined in the Prospectus Supplement dated October 22, 1997 with
respect to the offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-9, Class A-10, Class A-11, Class A-12, Class A-R,
Class A-LR, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 237.65451943%; (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
7.63%; and (iii) the amount of OID allocable to the short first accrual period
(October 30, 1997 to November 25, 1997) as a percentage of the initial principal
balance of this Certificate, calculated using the exact method, is approximately
0.51954594%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-10 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 7.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By -------------------------
Authorized Officer
<PAGE>
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of Class A-11 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 7.150% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of Class A-12 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-12 Certificates required to be distributed
to Holders of Class A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-12 Certificates applicable to each Distribution Date will be 8.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ----------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class A-PO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee and the Seller will also require (i) a representation
letter, in the form as described in the Agreement, stating that the transferee
is not a Plan and is not acting on behalf of a Plan or using the assets of a
Plan to effect such purchase or (ii) if such transferee is a Plan, 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 Trustee and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1997, at an issue price of
58.00000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the Prepayment Assumption of 225% SPA (as
defined in the Prospectus Supplement dated October 22, 1997 with respect to the
offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-9, Class A-10, Class A-11, Class A-12, Class A-R, Class A-LR,
Class M, Class B-1 and Class B-2 Certificates) used to price this Certificate:
(i) the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 42.00000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 9.15%; and (iii) the
amount of OID allocable to the short first accrual period (October 30, 1997 to
November 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.36841194%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-WIO
[FORM OF FACE OF CLASS A-WIO CERTIFICATE]
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 1997-17 CLASS A-WIO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-WIO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-WIO Certificates required to be distributed
to Holders of Class A-WIO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-WIO
Certificates will not be entitled to distributions in respect of principal.
Interest will accrue on the Class A-WIO Certificates during each month in an
amount equal to the product of (A) 1/12th of (i) the Weighted Average Net
Mortgage Interest Rate of the Premium Mortgage Loans on the first day of such
month minus (ii) 7.250% and (B) the Class A-WIO Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-WIO Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class A-WIO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee and the Seller will also require (i) a representation
letter, in the form as described in the Agreement, stating that the transferee
is not a Plan and is not acting on behalf of a Plan or using the assets of a
Plan to effect such purchase or (ii) if such transferee is a Plan, 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 Trustee and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1997, at an issue price of
1.06919% of the initial Class A-WIO Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming (a) that this Certificate pays in accordance with
projected cash flows reflecting the Prepayment Assumption of 225% SPA (as
defined in the Prospectus Supplement dated October 22, 1997 with respect to the
offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-9, Class A-10, Class A-11, Class A-12, Class A-R, Class A-LR,
Class M, Class B-1 and Class B-2 Certificates) used to price this Certificate
and (b) that the Pass-Through Rate on this Certificate changes in accordance
with the Prepayment Assumption: (i) the amount of OID as a percentage of the
initial Class A-WIO Notional Amount is approximately 1.06926426%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 16.33%; and (iii) the amount of OID allocable to the short first
accrual period (October 30, 1997 to November 25, 1997) as a percentage of the
initial Class A-WIO Notional Amount, calculated using the exact method, is
approximately 0.01210766%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class A-R Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holders of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 7.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class A-LR Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-LR Certificate required to be distributed to
the Holders of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 7.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17, 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 lans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and the Class M Certificates as specified in
the Agreement, any Class B-1 Distribution Amount required to be distributed to
Holders of Class B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-1 Certificates applicable to each Distribution Date will be
7.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee and the
Seller (i) a representation letter, in the form as described in the Agreement,
stating either (a) that the transferee is not a Plan and is not acting on behalf
of a Plan or using the assets of a Plan to effect such purchase or (b) subject
to certain conditions described in the Agreement, that the source of funds used
to purchase this Certificate is an "insurance company general account," or (ii)
if such transferee is a Plan, or is acting on behalf of a Plan or using the
assets of a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS B-1 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may
include loans secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, the Class M Certificates and each Subclass
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
7.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee and the
Seller (i) a representation letter, in the form as described in the Agreement,
stating either (a) that the transferee is not a Plan and is not acting on behalf
of a Plan or using the assets of a Plan to effect such purchase or (b) subject
to certain conditions described in the Agreement, that the source of funds used
to purchase this Certificate is an "insurance company general account," or (ii)
if such transferee is a Plan, or is acting on behalf of a Plan or using the
assets of a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By -------------------------
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS
B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING 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 1997-17, CLASS B-3
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, the Class M Certificates and each Subclass
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
7.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-3 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, or is
acting on behalf of a Plan or using the assets of a Plan, (a) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee and
the Seller with respect to certain matters and (b) such other documentation as
the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1997, and based on its issue
price of 89.14203%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
225% SPA (as defined in the Prospectus Supplement dated October 22, 1997 with
respect to the offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-9, Class A-10, Class A-11, Class A-12, Class A-R,
Class A-LR, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 10.95866667%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.85%; and
(iii) the amount of OID allocable to the short first accrual period (October 30,
1997 to November 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.04383251%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS
B-2 CERTIFICATES AND THE CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING 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 1997-17, CLASS B-4
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, the Class M Certificates and each Subclass
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
7.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, or is
acting on behalf of a Plan or using the assets of a Plan, (a) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee and
the Seller with respect to certain matters and (b) such other documentation as
the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1997, and based on its issue
price of 69.16603%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
225% SPA (as defined in the Prospectus Supplement dated October 22, 1997 with
respect to the offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-9, Class A-10, Class A-11, Class A-12, Class A-R,
Class A-LR, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 30.93466667%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 12.67%;
and (iii) the amount of OID allocable to the short first accrual period (October
30, 1997 to November 25, 1997) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.10466954%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS
B-2 CERTIFICATES, THE CLASS B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING 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 1997-17, 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 lans, which may
include loans secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, the Class M Certificates and each Subclass
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
7.250% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, or is
acting on behalf of a Plan or using the assets of a Plan, (a) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee and
the Seller with respect to certain matters and (b) such other documentation as
the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1997, and based on its issue
price of 33.83403%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
225% SPA (as defined in the Prospectus Supplement dated October 22, 1997 with
respect to the offering of the Class A-1, A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-9, Class A-10, Class A-11, Class A-12, Class A-R,
Class A-LR, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 66.26666667%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 26.98%;
and (iii) the amount of OID allocable to the short first accrual period (October
30, 1997 to November 25, 1997) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.12915336%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ------------------------
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Face of Class M Certificate]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-17, CLASS M
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS
NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1997
CUSIP No.: First Distribution Date: November 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ------------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class M Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class M
Distribution Amount required to be distributed to Holders of Class M
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The Class M Pass-Through Rate applicable
to each Distribution Date will be 7.250% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class M Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class M Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, or is acting on behalf of a Plan or using the assets of a
Plan, (a) an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller with respect to certain matters and
(b) such other documentation as the Seller or the Master Servicer may require,
as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By -------------------------
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1997-17 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-17
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes and Subclasses designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trustee, such advances
are reimbursable to such Servicer, the Master Servicer or the Trustee to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan
or from other cash that would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trustee, as applicable, of advances made by such Servicer, the Master Servicer
or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class or Subclass of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trustee, duly endorsed by, or accompanied by
an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar, duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized Denominations evidencing
the same Class and Subclass and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and Subclass and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the Certificates
and the Trust Estate created thereby shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date pursuant to
the Agreement following the earlier of (i) the payment or other liquidation (or
advance with respect thereto) of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like Denomination or Percentage Interest and Class or Subclass, to the
above named assignee and deliver such Certificate to the following address:
Social Security or other Identifying Number of Assignee:
Dated:
------------------------------------------
Signature by or on behalf of assignor
------------------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to --------------------------------------- for the
account of ------------------------------------------------- account number
- --------- or, if mailed by check, to -----------------------. Applicable
statements should be mailed to ----------------------------------------
- ----------------------------------------------------------------.
This information is provided by ----------------------, the
assignee named above, or -----------------------------------, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of -------------, by and among FIRST UNION NATIONAL
BANK, not individually, but solely as Trustee (including its successors under
the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST ASSET
SECURITIES CORPORATION (together with any successor in interest, the "Seller"),
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or successor under the Pooling and Servicing Agreement referred to
below, the "Master Servicer") and ___________________________ (together with any
successor in interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer and the Trustee, have entered
into a Pooling and Servicing Agreement dated as of October 30, 1997 relating to
the issuance of Mortgage Pass-Through Certificates, Series 1997-17 (as in effect
on the date of this Agreement, the "Original Pooling and Servicing Agreement",
and as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Seller under the Pooling and Servicing Agreement, all upon the
terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trustee, the Seller, the Master
Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments and
other documents relating to the Mortgage Loans identified on the schedule
attached hereto and declares that it holds and will hold such Mortgage Notes,
Mortgages, assignments and other documents and any similar documents received by
the Trustee subsequent to the date hereof (the "Custodial Files") as agent for
the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes
one or more assignments to the Trustee of Mortgage Notes and related Mortgages
that have not been recorded, each such assignment shall be delivered by the
Custodian to the Seller for the purpose of recording it in the appropriate
public office for real property records, and the Seller, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office
for real property records each such assignment and, upon receipt thereof from
such public office, shall return each such assignment to the Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Custodian
File which are delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the
Custodian to the Seller or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:
Charlotte, North Carolina, 28288 Name:
Title:
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
Name:
Title:
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
Name:
Title:
Address: [CUSTODIAN]
By:
Name:
Title:
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ---------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------------, known to me who,
being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ------------ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ---------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------------, known to me who,
being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ---------- of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this --- day of --------, 19--, before me, a notary public in and for
the State of ------------, personally appeared --------------------, known to me
who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the -------------------- of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of --------, 19 , before me, a notary public in and for
the State of ----------, personally appeared ---------------------, known to me
who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the --------------------------- of
- ----------------------, a -------------------------, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1997-17 Exhibit F-1
20 & 30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6112955 BLAIR NE 68008 SFD 7.875 7.609 $1,690.14 360 1-Aug-27
6288002 FOLSOM CA 95630 SFD 8.500 8.234 $2,034.55 360 1-Jun-27
6289269 SAN JOSE CA 95138 SFD 8.000 7.734 $3,854.47 360 1-Sep-27
6291189 SAN JOSE CA 95138 PUD 7.750 7.484 $1,973.00 360 1-Sep-27
6291236 SAN JOSE CA 95138 SFD 7.125 6.859 $2,021.16 360 1-Aug-27
6294797 LOVELAND CO 80537 SFD 7.750 7.484 $2,471.62 360 1-Sep-27
6297430 RARITAN TOWNSHIP NJ 08822 SFD 8.375 8.109 $2,093.24 360 1-Jul-27
6301745 MEMPHIS TN 38119 SFD 8.375 8.109 $1,854.58 360 1-Aug-27
6307823 PHOENIX AZ 85028 PUD 8.125 7.859 $1,787.56 360 1-Jun-27
6309620 FRESNO CA 93720 SFD 8.500 8.234 $2,044.54 360 1-Jul-27
6309903 ALPHARETTA GA 30202 SFD 8.125 7.859 $1,681.64 360 1-Aug-27
6311368 CAMPBELL CA 95008 SFD 8.000 7.734 $2,113.24 360 1-Aug-27
6312601 BENICIA CA 94510 SFD 7.875 7.609 $1,773.82 360 1-Sep-27
6316084 GROVELAND MA 01834 SFD 7.750 7.484 $1,633.42 360 1-Aug-27
6317201 EVERETT WA 98208 SFD 8.250 7.984 $1,712.51 360 1-Aug-27
6319704 SANDY UT 84092 SFD 7.750 7.484 $1,928.03 360 1-Sep-27
6320482 MOUNTAINSIDE NJ 07092 SFD 8.000 7.734 $1,717.01 360 1-Aug-27
6322061 SANTA CLARA CA 95054 SFD 7.875 7.609 $1,735.82 360 1-Sep-27
6324288 SAN JOSE CA 95138 SFD 7.500 7.234 $1,664.83 360 1-Sep-27
6325669 AMES IA 50014 SFD 7.875 7.609 $1,827.17 360 1-Jun-27
6325704 BEDFORD NH 03110 SFD 8.125 7.859 $1,766.51 360 1-Sep-27
6329653 WEST CALDWELL NJ 07006 SFD 8.500 8.234 $909.62 360 1-Aug-27
6333113 RENO NV 89511 SFD 8.125 7.859 $2,375.99 360 1-Aug-27
6336441 ARROYO GRANDE CA 93420 SFD 8.250 7.984 $1,689.60 360 1-Sep-27
6337451 MINNETONKA MN 55391 SFD 7.875 7.609 $2,691.82 360 1-Aug-27
6337852 KINGWOOD TX 77345 SFD 7.875 7.609 $1,663.16 360 1-Sep-27
6338970 CHELMSFORD MA 01824 SFD 7.500 7.234 $1,608.19 360 1-Oct-27
6339729 SAN DIEGO CA 92130 SFD 8.250 7.984 $2,871.34 360 1-Aug-27
6340137 EL DORADO HILLS CA 95762 SFD 8.375 8.109 $2,655.94 360 1-Sep-27
6340224 DENVER CO 80231 SFD 7.750 7.484 $1,960.10 360 1-Sep-27
6340378 SAN JOSE CA 95132 SFD 7.750 7.484 $2,328.34 360 1-Aug-27
6340597 CORONA CA 91719 SFD 8.250 7.984 $1,848.12 360 1-Jul-27
6341219 LAS FLORES AREA CA 92688 PUD 7.750 7.484 $1,668.52 360 1-Sep-27
6341253 SAN JOSE CA 95138 SFD 7.500 7.234 $2,552.13 360 1-Aug-27
6342951 MORRIS TWP NJ 07960 SFD 8.500 8.234 $2,645.06 360 1-Sep-27
6344408 SAN MATEO CA 94401 HCO 7.750 7.484 $1,755.21 360 1-Aug-27
6344466 GLADWYNE PA 19035 SFD 7.875 7.609 $1,649.53 360 1-Aug-27
6345093 CASTLE ROCK CO 80104 SFD 7.500 7.234 $1,874.78 360 1-Jul-27
6349535 BLAINE MN 55449 SFD 8.125 7.859 $1,669.95 360 1-Aug-27
6349876 ROCHESTER MN 55902 SFD 7.875 7.609 $1,664.76 360 1-Aug-27
6350762 ST LOUIS PARK MN 55416 SFD 8.125 7.859 $1,637.21 360 1-Aug-27
6352165 SANTA CRUZ CA 95060 SFD 7.875 7.609 $2,320.22 360 1-Sep-27
6353074 WESTFIELD NJ 07090 SFD 8.500 8.234 $1,778.50 360 1-Aug-27
6353348 VALENCIA CA 91354 SFD 8.000 7.734 $1,682.52 360 1-Sep-27
6353964 PARAMUS NJ 07652 SFD 7.500 7.234 $1,784.40 360 1-Aug-27
6355371 REDDING CT 06896 SFD 7.750 7.484 $1,611.93 360 1-Aug-27
6355460 DULUTH MN 55803 SFD 8.125 7.859 $1,663.19 360 1-Oct-27
6357229 WAYNE NJ 07470 SFD 8.500 8.234 $1,799.26 360 1-Aug-27
6358368 MADISON WI 53705 SFD 8.250 7.984 $1,953.29 360 1-Aug-27
6360563 CRANBURY NJ 08512 SFD 7.500 7.234 $1,633.37 360 1-Aug-27
6361445 CLARK NJ 07066 SFD 8.375 8.109 $912.09 360 1-Aug-27
6363928 PLYMOUTH MN 55446 SFD 7.625 7.359 $1,840.26 360 1-Aug-27
6366130 NEWBURYPORT MA 01950 SFD 8.750 8.484 $1,812.56 360 1-Jul-27
6366332 HAMILTON VA 20158 SFD 7.875 7.609 $1,625.61 360 1-Aug-27
6366565 SHREWSBURY MA 01545 SFD 8.000 7.734 $1,752.23 360 1-Aug-27
6366638 WOODINVILLE WA 98072 SFD 8.125 7.859 $1,685.47 360 1-Aug-27
6368015 SAN JOSE CA 95132 SFD 8.000 7.734 $1,680.32 360 1-Jul-27
6368148 BELLINGHAM WA 98226 SFD 7.750 7.484 $1,719.39 360 1-Aug-27
6369611 MEDFIELD MA 02052 SFD 7.625 7.359 $1,592.54 360 1-Aug-27
6370318 MEREDIAN ID 83642 PUD 8.125 7.859 $2,201.50 360 1-Aug-27
6370484 HANOVER MA 01923 SFD 8.250 7.984 $2,141.11 360 1-Aug-27
6371114 COLORADO SPRINGS CO 80906 SFD 8.125 7.859 $2,413.12 360 1-Aug-27
6371494 ENGLEWOOD NJ 07631 SFD 8.250 7.984 $4,666.87 360 1-Sep-27
6372389 MIDDLETOWN TWP NJ 07748 SFD 8.000 7.734 $1,761.04 360 1-Aug-27
6373306 OREGON CITY OR 97045 SFD 8.000 7.734 $1,907.79 360 1-Sep-27
6373712 BENICIA CA 94510 SFD 7.500 7.234 $1,734.05 360 1-Sep-27
6373749 BOISE ID 83703 SFD 7.875 7.609 $2,068.62 360 1-Aug-27
6374155 LONG BRANCH NJ 07740 SFD 8.375 8.109 $475.05 360 1-Sep-27
6375125 SHREWSBURY MA 01545 SFD 8.125 7.859 $2,472.52 360 1-Aug-27
6375434 SAN DIEGO CA 92107 SFD 7.500 7.234 $1,748.04 360 1-Sep-27
6376267 FOUNTAINVILLE PA 18923 SFD 7.625 7.359 $1,663.32 360 1-Aug-27
6376314 WASHINGTON DC 20007 PUD 7.500 7.234 $2,120.02 360 1-Aug-27
6376543 MANDEVILLE LA 70471 SFD 7.500 7.234 $2,517.17 360 1-Sep-27
6376546 SAN JOSE CA 95138 SFD 7.625 7.359 $1,584.75 360 1-Sep-27
6376910 WASHINGTON VA 22747 SFD 8.000 7.734 $2,201.29 360 1-Sep-27
6377034 MONTCLAIR NJ 07042 SFD 8.250 7.984 $1,791.77 360 1-Oct-27
6378267 EXETER CA 93221 SFD 8.250 7.984 $2,434.10 360 1-Aug-27
6378503 BASALT CO 81621 SFD 7.875 7.609 $2,134.60 360 1-Sep-27
6379638 FAIRFAX STATION VA 22039 SFD 7.875 7.609 $1,566.15 360 1-Aug-27
6380346 OCEAN CITY NJ 08226 LCO 8.000 7.734 $1,790.39 360 1-Jul-27
6380999 FAIRFAX STATION VA 22039 SFD 7.625 7.359 $1,647.39 360 1-Aug-27
6381054 SAN DIEGO CA 92130 SFD 7.875 7.609 $2,047.96 360 1-Sep-27
6381173 SAN JOSE CA 95136 SFD 8.000 7.734 $1,816.07 360 1-Sep-27
6381355 WEST DES MOINES IA 50265 SFD 8.000 7.734 $1,907.79 360 1-Aug-27
6382552 LYNNWOOD WA 98036 SFD 8.500 8.234 $1,750.47 360 1-Aug-27
6382688 EDISON NJ 08817 LCO 7.875 7.609 $543.80 360 1-Jul-27
6382955 DURANGO CO 81301 PUD 8.125 7.859 $1,663.19 360 1-Aug-27
6383732 ST HELENA CA 94574 SFD 8.250 7.984 $6,197.95 360 1-Sep-27
6384146 MONTCLAIR NJ 07042 SFD 7.500 7.234 $1,657.14 360 1-Sep-27
6385931 CAYUCOS CA 93430 SFD 8.500 8.234 $1,796.18 360 1-Aug-27
6386222 TUSTIN CA 92782 SFD 7.625 7.359 $3,121.41 360 1-Aug-27
6386880 GILBERT AZ 85234 SFD 7.875 7.609 $1,745.60 360 1-Sep-27
6386975 DEEPHAVEN MN 55331 SFD 8.250 7.984 $3,606.08 360 1-Aug-27
6387927 REDWOOD CITY CA 94061 PUD 8.000 7.734 $2,439.77 360 1-Aug-27
6388379 YORK PA 17403 SFD 7.500 7.234 $2,097.64 360 1-Aug-27
6389188 BOULDER CO 80301 SFD 8.125 7.859 $1,825.53 360 1-Sep-27
6390132 CEDAREDGE CO 81413 SFD 8.125 7.859 $1,770.86 360 1-Sep-27
6390189 BENICIA CA 94510 SFD 7.750 7.484 $1,670.47 360 1-Sep-27
6390210 TUSTIN CA 92782 SFD 7.375 7.109 $2,490.57 360 1-Sep-27
6390583 BELL CANYON CA 91307 SFD 7.875 7.609 $2,175.21 360 1-Sep-27
6392086 FREELAND WA 98249 SFD 8.000 7.734 $2,142.59 360 1-Aug-27
6392169 SANTA CLARITA CA 91355 SFD 7.625 7.359 $1,799.57 360 1-Aug-27
6393088 CAMARILLO CA 93012 SFD 8.250 7.984 $3,005.07 360 1-Aug-27
6393336 SAN DIEGO CA 92106 SFD 8.000 7.734 $3,301.94 360 1-Aug-27
6393926 PISMO BEACH CA 93449 SFD 8.250 7.984 $1,014.21 360 1-Sep-27
6394058 PARADISE VALLEY AZ 85253 SFD 7.875 7.609 $1,993.94 360 1-Aug-27
6395787 NORTH OAKS MN 55127 PUD 7.500 7.234 $3,244.36 360 1-Aug-27
6397126 BEDFORD NH 03110 SFD 8.125 7.859 $1,722.59 360 1-Aug-27
6398277 BOTHELL WA 98011 SFD 8.000 7.734 $2,112.95 360 1-Aug-27
6398296 WESTERN SPRINGS IL 60558 SFD 8.000 7.734 $2,582.85 360 1-Sep-27
6398832 SAN DIEGO CA 92130 SFD 8.000 7.734 $2,224.04 360 1-Aug-27
6398987 CLOSTER NJ 07624 SFD 8.375 8.109 $1,216.12 360 1-Aug-27
6399290 WOODBURY MN 55125 SFD 8.125 7.859 $2,851.19 360 1-Aug-27
6399306 BALLWIN MO 63011 SFD 8.000 7.734 $2,329.70 360 1-Aug-27
6399504 GEARHART OR 97138 SFD 8.125 7.859 $2,143.96 360 1-Aug-27
6399522 MOORESTOWN TWP NJ 08057 SFD 8.250 7.984 $1,671.57 360 1-Sep-27
6399871 FREMONT CA 94536 SFD 7.750 7.484 $2,414.31 360 1-Aug-27
6399909 CENTREVILLE VA 20121 SFD 7.375 7.109 $1,790.23 360 1-Aug-27
6400382 SANTA CLARA CA 95051 PUD 7.375 7.109 $1,926.64 360 1-Aug-27
6400732 HIGHLANDS RANCH CO 80126 SFD 7.875 7.609 $1,710.44 360 1-Aug-27
6401339 PASADENA CA 91105 SFD 7.625 7.359 $4,246.76 360 1-Sep-27
6401986 SAN JOSE CA 95133 SFD 8.250 7.984 $2,041.19 360 1-Sep-27
6402039 OCEAN CITY NJ 08226 SFD 7.375 7.109 $2,293.04 360 1-Sep-27
6402657 CAREFREE AZ 85377 SFD 7.750 7.484 $1,791.03 360 1-Aug-27
6402974 ALEXANDRIA VA 22307 SFD 7.500 7.234 $2,407.05 360 1-Aug-27
6403263 EDEN PRAIRIE MN 55346 SFD 8.250 7.984 $2,163.65 360 1-Sep-27
6403313 SAN RAMON CA 94583 SFD 7.750 7.484 $1,755.73 360 1-Oct-27
6403466 BREMERTON WA 98312 SFD 8.000 7.734 $1,794.79 360 1-Sep-27
6403626 HOUSTON TX 77062 SFD 7.625 7.359 $1,777.98 360 1-Aug-27
6403981 ORANGE CA 92867 SFD 7.750 7.484 $2,579.08 360 1-Sep-27
6404605 PRINCETON NJ 08540 SFD 8.500 8.234 $1,738.51 360 1-Sep-27
6404964 RAMSEY NJ 07463 SFD 8.000 7.734 $1,878.44 360 1-Sep-27
6405308 CALABASAS CA 91302 SFD 7.500 7.234 $3,412.17 360 1-Sep-27
6405647 LIVERMORE CA 94550 SFD 7.750 7.484 $2,498.85 360 1-Aug-27
6405673 KINGSTON NH 03848 SFD 7.750 7.484 $1,879.87 360 1-Aug-27
6405854 INDIALANTIC FL 32903 SFD 8.000 7.734 $1,696.46 360 1-Aug-27
6406353 ROSWELL GA 30075 SFD 7.250 6.984 $1,500.79 360 1-Aug-27
6406743 WELLESLEY MA 02181 SFD 7.625 7.359 $2,548.06 360 1-Aug-27
6406802 LITTLETON CO 80122 PUD 7.750 7.484 $2,665.05 360 1-Aug-27
6408415 SANTA BARBARA CA 93105 LCO 7.875 7.609 $1,693.76 360 1-Sep-27
6408452 SONOMA CA 95476 SFD 8.000 7.734 $1,907.79 360 1-Sep-27
6408673 MISSOURI CITY TX 77459 SFD 7.750 7.484 $2,378.49 360 1-Sep-27
6408864 GILBERT AZ 85234 SFD 7.875 7.609 $1,827.17 360 1-Aug-27
6409210 PITTSFORD NY 14534 SFD 7.875 7.609 $1,617.99 360 1-Aug-27
6409832 PARK CITY UT 84060 LCO 7.875 7.609 $1,339.93 360 1-Sep-27
6409913 KERRVILLE TX 78028 SFD 7.875 7.609 $3,805.16 360 1-Sep-27
6409955 JENNER CA 95450 SFD 7.875 7.609 $2,392.73 360 1-Sep-27
6410373 SALT LAKE UT 84124 SFD 7.875 7.609 $1,827.17 360 1-Aug-27
6410421 WEST LINN OR 97068 SFD 8.000 7.734 $1,997.67 360 1-Aug-27
6410565 TENAFLY NJ 07670 SFD 8.000 7.734 $3,668.82 360 1-Sep-27
6411471 CAMPBELL CA 95008 SFD 7.375 7.109 $1,795.76 360 1-Aug-27
6412166 SAN JOSE CA 95112 SFD 7.500 7.234 $1,887.88 360 1-Sep-27
6412460 ELKINS PARK PA 19027 LCO 7.625 7.359 $480.59 360 1-Sep-27
6413086 LAFAYETTE CO 80026 SFD 8.000 7.734 $1,871.10 360 1-Aug-27
6413499 SCOTTSDALE AZ 85258 SFD 7.875 7.609 $1,087.60 360 1-Aug-27
6413739 SANTA CRUZ CA 95065 SFD 8.000 7.734 $1,966.49 360 1-Aug-27
6414210 OCEAN CITY NJ 08226 SFD 8.250 7.984 $2,404.05 360 1-Aug-27
6414297 KENSINGTON MD 20895 SFD 7.500 7.234 $1,691.23 360 1-Aug-27
6414354 NAPERVILLE IL 60564 SFD 7.625 7.359 $1,601.74 360 1-Sep-27
6415030 BOULDER CO 80304 PUD 7.625 7.359 $1,013.56 360 1-Aug-27
6415073 FLAGSTAFF AZ 86004 SFD 8.250 7.984 $657.36 360 1-Aug-27
6415128 DIAMOND BAR CA 91765 SFD 7.750 7.484 $2,568.34 360 1-Sep-27
6415433 BENICIA CA 94510 SFD 7.750 7.484 $1,829.01 360 1-Sep-27
6416524 CHICAGO IL 60641 SFD 8.125 7.859 $1,854.57 360 1-Aug-27
6416805 HESPERUS CO 81326 SFD 8.250 7.984 $1,521.31 360 1-Sep-27
6416889 STEAMBOAT SPRINGS CO 80477 SFD 7.875 7.609 $1,798.17 360 1-Aug-27
6417492 NORTH POTOMAC MD 20878 SFD 8.000 7.734 $1,660.07 360 1-Aug-27
6418633 PERRIS CA 92570 SFD 8.375 8.109 $2,280.22 360 1-Sep-27
6419034 DALLAS TX 75287 SFD 8.250 7.984 $2,764.66 360 1-Sep-27
6420077 VALENCIA CA 91354 PUD 7.625 7.359 $1,668.98 360 1-Aug-27
6421059 WINSLOW TOWNSHIP NJ 08081 SFD 8.625 8.359 $521.12 360 1-Aug-27
6421450 WALNUT CREEK CA 94596 SFD 8.000 7.734 $2,641.55 360 1-Aug-27
6421519 LEXINGTON MA 02173 SFD 7.500 7.234 $1,812.58 240 1-Aug-17
6421826 SCOTTSDALE AZ 85260 SFD 8.000 7.734 $2,788.31 360 1-Aug-27
6422635 PHOENIX AZ 85044 SFD 7.875 7.609 $1,972.19 360 1-Aug-27
6423167 VIENNA VA 22181 SFD 7.500 7.234 $1,913.05 360 1-Sep-27
6423387 WESTFIELD NJ 07090 SFD 8.000 7.734 $2,201.29 360 1-Aug-27
6423549 SAN JOSE CA 95132 SFD 8.250 7.984 $2,599.01 360 1-Sep-27
6424039 LOS ANGELES CA 91423 SFD 7.875 7.609 $2,719.01 360 1-Aug-27
6424508 CHINO HILLS CA 91709 SFD 7.875 7.609 $1,701.01 360 1-Aug-27
6424602 MONTVALE NJ 07645 SFD 7.875 7.609 $2,109.95 360 1-Sep-27
6425188 EDEN PRAIRIE MN 55347 SFD 7.875 7.609 $2,175.21 360 1-Sep-27
6425434 SCOTTSDALE AZ 85259 PUD 7.875 7.609 $1,769.17 360 1-Sep-27
6425898 FRASER CO 80442 SFD 8.000 7.734 $1,849.09 360 1-Sep-27
6426396 ASPEN CO 81611 SFD 8.375 8.109 $621.74 360 1-Aug-27
6426483 LA VERNE CA 91750 SFD 8.000 7.734 $1,816.07 360 1-Sep-27
6426606 AZLE TX 76020 SFD 7.750 7.484 $1,973.72 360 1-Sep-27
6426834 CLEMMONS NC 27012 SFD 7.750 7.484 $1,564.64 360 1-Aug-27
6426884 NORTH OAKS MN 55127 SFD 7.750 7.484 $1,599.03 360 1-Sep-27
6426965 LA VERNE CA 91750 SFD 7.750 7.484 $2,507.44 360 1-Sep-27
6427078 BELL CANYON CA 91307 PUD 8.000 7.734 $2,916.71 360 1-Aug-27
6427647 WAYNE NJ 07470 SFD 7.875 7.609 $1,268.87 360 1-Sep-27
6427753 LAGUNA NIGUEL CA 92677 PUD 8.000 7.734 $4,267.57 360 1-Sep-27
6428156 LOLO MT 59847 SFD 8.000 7.734 $1,907.79 360 1-Sep-27
6428173 SANTA CLARITA CA 91354 SFD 8.375 8.109 $1,790.73 360 1-Aug-27
6428551 ROCHESTER MN 55902 SFD 7.875 7.609 $1,804.34 360 1-Sep-27
6428764 BETHESDA MD 20817 SFD 7.750 7.484 $1,799.63 360 1-Sep-27
6428963 SAN JOSE CA 95138 SFD 7.750 7.484 $3,137.17 360 1-Sep-27
6429263 HOUSTON TX 77006 PUD 7.625 7.359 $1,572.01 360 1-Aug-27
6429421 CORONA CA 91719 SFD 7.875 7.609 $1,709.35 360 1-Sep-27
6429806 BATTLE GROUND WA 98604 SFD 7.500 7.234 $1,666.93 360 1-Aug-27
6439688 LINO LAKES MN 55038 SFD 7.875 7.609 $1,903.31 360 1-Aug-27
6455487 OAK PARK IL 60302 SFD 8.375 8.109 $1,787.12 360 1-Aug-27
6456252 PASADENA CA 91105 SFD 7.500 7.234 $2,447.25 360 1-Sep-27
6457723 EL CERRITO CA 94530 SFD 8.250 7.984 $2,065.98 360 1-Sep-27
6468646 PLAYA DEL REY CA 90293 SFD 7.625 7.359 $2,229.55 360 1-Sep-27
6475182 HILLSBOROUGH CA 94010 SFD 7.875 7.609 $7,250.69 360 1-Sep-27
6483527 WOODBURY MN 55125 SFD 8.125 7.859 $2,041.50 360 1-Sep-27
6496193 MOUNTAIN VIEW CA 94040 SFD 7.875 7.609 $3,173.98 348 1-Oct-26
6992192 LEXINGTON MA 02173 SFD 8.375 8.109 $2,614.65 360 1-Aug-26
6992521 BURLINGAME CA 94010 SFD 8.375 8.109 $2,280.22 360 1-Sep-26
6993185 CORONADO CA 92118 SFD 8.250 7.984 $2,817.25 360 1-Nov-26
6993303 BLOOMINGTON MN 55438 PUD 8.250 7.984 $2,215.49 360 1-Oct-26
6993581 MOUNTAIN VILLAGE CO 81435 SFD 8.625 8.359 $7,777.90 360 1-Nov-26
6993649 LAKE ARROWHEAD CA 92352 SFD 8.250 7.984 $6,761.40 360 1-Nov-26
6994125 ISSAQUAH WA 98027 SFD 7.875 7.609 $906.34 360 1-Dec-26
6994185 MINNEAPOLIS MN 55416 LCO 7.875 7.609 $1,787.30 360 1-Dec-26
6994532 ENGLEWOOD CO 80110 SFD 7.875 7.609 $3,477.65 360 1-Dec-26
6995927 SACRAMENTO CA 95816 MF2 8.000 7.734 $2,696.58 360 1-Feb-27
6998129 KERRVILLE TX 78028 SFD 8.250 7.984 $2,079.04 240 1-May-17
6998441 LA JOLLA CA 92037 LCO 8.375 8.109 $4,940.47 360 1-May-27
6998578 REDMOND WA 98053 SFD 8.750 8.484 $1,453.82 360 1-Jun-27
6998954 ST JOSEPH MN 56374 SFD 8.250 7.984 $2,501.72 360 1-Jul-27
6998956 FOUNTAINVILLE PA 18923 SFD 7.375 7.109 $2,249.53 360 1-Aug-27
6998957 CLINTON TWP MI 48038 SFD 7.500 7.234 $1,762.02 360 1-Sep-27
6998960 SAN JOSE CA 95138 SFD 8.000 7.734 $1,932.00 360 1-Aug-27
6998962 PARK CITY UT 84098 SFD 8.000 7.734 $2,304.02 360 1-Jul-27
6998963 SINKING SPRING PA 19608 SFD 7.625 7.359 $1,860.08 360 1-Aug-27
6998964 LAFAYETTE CA 94549 SFD 8.375 8.109 $2,844.05 360 1-Oct-24
6998965 LOLO MT 59847 SFD 8.000 7.734 $2,028.86 360 1-Aug-27
6998967 DOVER TOWNSHIP NJ 08753 SFD 8.000 7.734 $1,937.14 360 1-Aug-27
6998968 SAN JOSE CA 95138 SFD 7.250 6.984 $2,313.60 360 1-Sep-27
6998971 COLORADO SPRINGS CO 80908 SFD 8.125 7.859 $1,791.65 360 1-Aug-27
6998973 PARKER CO 80134 SFD 7.875 7.609 $2,291.22 360 1-Sep-27
6998974 ALLENDALE NJ 07401 SFD 8.500 8.234 $2,213.86 360 1-Jul-27
6998976 CHERRY HILL NJ 08003 SFD 8.125 7.859 $1,856.24 360 1-Sep-27
6998978 HOMEDALE ID 83628 SFD 8.250 7.984 $2,005.13 360 1-Aug-27
6998981 CASTLE ROCK CO 80104 SFD 8.125 7.859 $1,673.96 360 1-Sep-27
6998988 ALTADENA CA 91001 SFD 8.000 7.734 $2,348.05 360 1-Jul-27
6998989 DANVERS MA 01923 SFD 8.000 7.734 $2,031.06 360 1-Aug-27
6998991 ACTON MA 01720 SFD 7.750 7.484 $1,824.70 360 1-Aug-27
6998995 VISALIA CA 93277 SFD 8.000 7.734 $2,509.47 360 1-Sep-27
6999000 PALMYRA VA 22963 SFD 6.625 6.359 $1,879.95 360 1-Sep-27
6999002 SAN FRANCISCO CA 94127 LCO 7.500 7.234 $1,638.68 360 1-Aug-27
6999005 NEWBURYPORT MA 01950 SFD 8.000 7.734 $2,734.74 360 1-Aug-27
6999009 MINNETONKA MN 55345 SFD 7.750 7.484 $2,063.27 360 1-Aug-27
6999011 LAPORTE CO 80535 SFD 7.750 7.484 $1,708.64 360 1-Sep-27
6999017 COLORADO SPRINGS CO 80904 PUD 7.875 7.609 $1,885.18 360 1-Aug-27
6999019 WESTERLY RI 02891 SFD 7.875 7.609 $1,848.93 360 1-Dec-26
6999020 ALEXANDRIA VA 22314 LCO 7.625 7.359 $6,440.92 360 1-Feb-27
6999021 WOODCLIFF LAKE NJ 07675 SFD 8.250 7.984 $2,704.56 360 1-Feb-27
6999023 HEBER CITY UT 84032 SFD 8.750 8.484 $2,360.10 360 1-Apr-27
6999024 PARK CITY UT 84060 SFD 8.125 7.859 $2,283.18 360 1-Jul-27
6999029 EDEN PRAIRIE MN 55347 SFD 7.500 7.234 $3,496.07 360 1-Aug-27
6999030 FAIRFIELD CT 06430 LCO 7.875 7.609 $2,577.44 360 1-Aug-27
6999031 CUMBERLAND RI 02864 SFD 7.750 7.484 $1,878.33 240 1-Aug-17
6999033 WALNUT CA 91789 SFD 7.875 7.609 $3,371.57 360 1-Aug-27
6999039 WAYLAND MA 01778 LCO 7.875 7.609 $2,278.75 360 1-Aug-27
6999046 SAN FRANCISCO CA 94123 LCO 7.750 7.484 $4,388.02 360 1-Aug-27
6999048 SOUTHLAKE TX 76092 SFD 8.000 7.734 $2,201.29 360 1-Sep-27
6999050 OSPREY FL 34229 PUD 7.875 7.609 $2,537.74 360 1-Sep-27
6999051 PLYMOUTH MN 55441 SFD 8.000 7.734 $2,641.55 360 1-Jul-27
6999052 LANDENBERG PA 19350 SFD 8.125 7.859 $2,405.69 360 1-Sep-27
6999053 BERNARDS TWP NJ 07920 SFD 7.875 7.609 $1,653.88 360 1-Sep-27
6999055 DURANGO CO 81301 PUD 8.375 8.109 $2,257.41 360 1-Sep-27
6999058 CARVER MA 02330 SFD 8.125 7.859 $1,804.27 360 1-Aug-27
6999059 HERNDON VA 20171 SFD 7.125 6.859 $3,202.81 360 1-Oct-27
6999062 MINNETONKA MN 55345 SFD 8.000 7.734 $2,922.64 360 1-Aug-27
6999066 WOODBURY MN 55125 SFD 8.000 7.734 $2,054.54 360 1-Apr-27
6999071 SAN JOSE CA 95138 SFD 7.625 7.359 $2,744.82 360 1-Sep-27
6999072 EXCELSIOR MN 55331 SFD 8.000 7.734 $1,937.14 360 1-Feb-27
6999074 BASALT CO 81621 SFD 7.750 7.484 $2,263.86 360 1-Aug-27
6999078 ARDSLEY NY 10502 SFD 7.625 7.359 $2,477.28 360 1-Aug-27
6999081 FT WASHINGTON MD 20744 SFD 7.625 7.359 $1,981.82 360 1-Oct-27
6999082 DOYLESTOWN PA 18901 SFD 7.375 7.109 $1,933.89 360 1-Sep-27
6999083 MORGAN HILL CA 95037 SFD 7.875 7.609 $1,921.43 360 1-Aug-27
6999085 SAN JOSE CA 95138 SFD 7.750 7.484 $2,413.23 360 1-Sep-27
6999086 SAN JOSE CA 95138 SFD 7.750 7.484 $1,934.31 360 1-Aug-27
6999087 IJAMSVILLE MD 21754 SFD 7.750 7.484 $2,034.61 360 1-Aug-27
6999088 BOULDER CO 80304 SFD 7.500 7.234 $1,902.91 360 1-Aug-27
6999092 HUDSON OH 44236 SFD 8.000 7.734 $2,078.02 360 1-Sep-27
6999093 ARVADA CO 80005 SFD 7.875 7.609 $1,653.16 360 1-Sep-27
6999094 LAWRENCEVILLE GA 30043 PUD 7.750 7.484 $1,573.24 360 1-Sep-27
6999095 FRASER CO 80442 SFD 8.000 7.734 $2,531.49 360 1-Sep-27
6999097 AUSTIN TX 78731 SFD 7.750 7.484 $2,316.88 360 1-Sep-27
6999098 FRANKTOWN CO 80116 SFD 7.875 7.609 $3,552.84 360 1-Sep-27
6999103 SAN DEIGO CA 92037 SFD 7.750 7.484 $2,528.94 360 1-Sep-27
6999107 WILD WOOD MO 63005 PUD 7.750 7.484 $1,791.03 360 1-Sep-27
6999114 RANCHO SANTA MARG CA 92688 SFD 7.875 7.609 $1,696.30 360 1-Sep-27
6999121 STONY POINT NY 10980 SFD 7.750 7.484 $1,826.85 360 1-Oct-27
6999127 SOLOMONS MD 20688 SFD 7.500 7.234 $2,012.35 360 1-Sep-27
6999138 MONTVILLE NJ 07045 SFD 8.375 8.109 $2,850.27 360 1-Sep-27
6999139 RESTON VA 20194 SFD 7.625 7.359 $2,141.43 360 1-Sep-27
</TABLE>
COUNT: 293
WAC: 7.919414522
WAM: 356.6002327
WALTV: 76.70781746
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE
- ------ ------- --- ------- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C>
6112955 $232,778.11 90.00 13 0.250 0.016
6288002 $263,951.95 90.00 24 0.250 0.016
6289269 $524,947.53 79.99 0.250 0.016
6291189 $275,205.62 79.98 0.250 0.016
6291236 $299,518.76 55.45 0.250 0.016
6294797 $344,756.50 69.00 0.250 0.016
6297430 $274,882.87 90.00 33 0.250 0.016
6301745 $243,695.62 80.00 0.250 0.016
6307823 $240,113.65 75.00 0.250 0.016
6309620 $265,357.99 94.96 33 0.250 0.016
6309903 $226,186.69 95.00 24 0.250 0.016
6311368 $287,612.23 80.00 0.250 0.016
6312601 $244,473.64 80.00 0.250 0.016
6316084 $227,677.12 80.00 0.250 0.016
6317201 $227,507.27 95.00 11 0.250 0.016
6319704 $268,933.06 73.53 0.250 0.016
6320482 $233,684.93 80.00 0.250 0.016
6322061 $239,235.24 74.99 0.250 0.016
6324288 $237,588.13 79.99 0.250 0.016
6325669 $248,253.90 90.00 17 0.250 0.016
6325704 $237,759.37 89.78 33 0.250 0.016
6329653 $118,156.17 70.00 0.250 0.016
6333113 $319,579.94 52.63 0.250 0.016
6336441 $224,756.59 90.00 17 0.250 0.016
6337451 $370,737.34 90.00 33 0.250 0.016
6337852 $229,222.15 80.00 0.250 0.016
6338970 $230,000.00 69.70 0.250 0.016
6339729 $381,710.90 90.00 13 0.250 0.016
6340137 $349,214.80 80.00 0.250 0.016
6340224 $273,406.90 80.00 0.250 0.016
6340378 $324,539.76 77.44 0.250 0.016
6340597 $245,526.15 90.00 33 0.250 0.016
6341219 $232,735.63 95.00 13 0.250 0.016
6341253 $364,456.55 63.01 FX 9YR 0.250 0.016
6342951 $343,791.61 80.00 0.250 0.016
6344408 $244,653.04 39.84 0.250 0.016
6344466 $227,185.85 70.00 0.250 0.016
6345093 $267,525.28 79.41 0.250 0.016
6349535 $224,614.76 90.00 12 0.250 0.016
6349876 $228,921.73 80.00 0.250 0.016
6350762 $220,109.86 90.00 33 0.250 0.016
6352165 $319,779.78 53.78 0.250 0.016
6353074 $231,018.75 90.00 06 0.250 0.016
6353348 $229,146.15 89.99 06 0.250 0.016
6353964 $254,820.02 80.00 0.250 0.016
6355371 $224,681.36 78.95 0.250 0.016
6355460 $224,000.00 80.00 0.250 0.016
6357229 $233,715.48 90.00 33 0.250 0.016
6358368 $259,667.28 80.00 0.250 0.016
6360563 $233,252.18 80.00 0.250 0.016
6361445 $119,850.30 68.57 0.250 0.016
6363928 $259,622.45 80.00 0.250 0.016
6366130 $229,944.63 90.00 17 0.250 0.016
6366332 $223,890.39 95.00 33 0.250 0.016
6366565 $238,425.55 80.00 0.250 0.016
6366638 $226,702.01 69.98 0.250 0.016
6368015 $228,535.96 76.59 0.250 0.016
6368148 $239,660.13 80.00 0.250 0.016
6369611 $224,673.26 52.94 0.250 0.016
6370318 $296,040.43 89.98 12 0.250 0.016
6370484 $284,635.29 95.00 12 0.250 0.016
6371114 $324,573.36 64.10 0.250 0.016
6371494 $620,803.88 69.99 0.250 0.016
6372389 $239,676.85 75.00 0.250 0.016
6373306 $259,825.54 80.00 0.250 0.016
6373712 $247,815.95 79.78 0.250 0.016
6373749 $284,504.72 79.93 0.250 0.016
6374155 $61,849.19 66.49 0.250 0.016
6375125 $332,562.86 90.00 17 0.250 0.016
6375434 $249,814.46 65.45 0.250 0.016
6376267 $234,658.74 64.38 0.250 0.016
6376314 $302,745.99 80.00 0.250 0.016
6376543 $359,732.83 88.89 06 0.250 0.016
6376546 $223,737.95 79.99 0.250 0.016
6376910 $299,798.71 37.50 0.250 0.016
6377034 $238,500.00 90.00 06 0.250 0.016
6378267 $323,585.38 90.00 17 0.250 0.016
6378503 $294,197.40 80.00 0.250 0.016
6379638 $215,701.72 80.00 0.250 0.016
6380346 $243,505.56 80.00 0.250 0.016
6380999 $232,412.01 95.00 12 0.250 0.016
6381054 $282,255.62 89.98 11 0.250 0.016
6381173 $247,333.93 75.00 0.250 0.016
6381355 $259,649.92 43.33 0.250 0.016
6382552 $227,378.20 90.00 06 0.250 0.016
6382688 $74,816.60 45.18 0.250 0.016
6382955 $223,705.96 80.00 0.250 0.016
6383732 $824,473.93 75.00 0.250 0.016
6384146 $236,824.11 74.76 0.250 0.016
6385931 $233,315.97 80.00 0.250 0.016
6386222 $440,364.59 88.52 0.250 0.016
6386880 $240,584.32 90.00 16 0.250 0.016
6386975 $479,385.74 80.00 0.250 0.016
6387927 $332,052.31 70.00 0.250 0.016
6388379 $299,553.33 61.22 0.250 0.016
6389188 $245,703.17 90.00 33 0.250 0.016
6390132 $238,343.98 90.00 33 0.250 0.016
6390189 $232,997.43 80.00 0.250 0.016
6390210 $360,325.62 79.99 0.250 0.016
6390583 $299,768.75 37.97 0.250 0.016
6392086 $291,004.85 80.00 0.250 0.016
6392169 $253,880.79 90.00 17 0.250 0.016
6393088 $399,488.11 78.13 0.250 0.016
6393336 $449,394.11 80.00 0.250 0.016
6393926 $134,913.92 42.19 0.250 0.016
6394058 $274,620.26 82.09 33 0.250 0.016
6395787 $463,309.13 80.00 0.250 0.016
6397126 $231,695.46 80.00 0.250 0.016
6398277 $287,370.94 80.00 0.250 0.016
6398296 $351,763.82 80.00 0.250 0.016
6398832 $302,691.90 79.99 0.250 0.016
6398987 $159,800.40 80.00 0.250 0.016
6399290 $383,495.92 80.00 0.250 0.016
6399306 $317,072.52 67.91 0.250 0.016
6399504 $288,370.96 75.00 0.250 0.016
6399522 $222,358.12 68.99 0.250 0.016
6399871 $336,522.35 80.00 0.250 0.016
6399909 $258,804.33 80.00 0.250 0.016
6400382 $278,524.18 89.98 17 0.250 0.016
6400732 $235,574.24 79.00 0.250 0.016
6401339 $599,565.74 58.25 0.250 0.016
6401986 $271,526.75 95.00 17 0.250 0.016
6402039 $331,747.38 80.00 0.250 0.016
6402657 $249,645.96 68.12 0.250 0.016
6402974 $343,737.43 90.00 33 0.250 0.016
6403263 $287,816.35 90.00 16 0.250 0.016
6403313 $245,072.00 80.00 0.250 0.016
6403466 $244,435.88 94.99 06 0.250 0.016
6403626 $250,835.22 80.00 0.250 0.016
6403981 $359,745.92 64.29 0.250 0.016
6404605 $225,934.82 95.00 06 0.250 0.016
6404964 $255,828.23 80.00 0.250 0.016
6405308 $487,637.83 86.31 0.250 0.016
6405647 $348,306.05 80.00 0.250 0.016
6405673 $262,028.40 80.00 0.250 0.016
6405854 $230,286.71 80.00 0.250 0.016
6406353 $219,655.72 90.53 24 0.250 0.016
6406743 $356,795.15 80.00 0.250 0.016
6406802 $371,473.20 80.00 0.250 0.016
6408415 $233,439.24 80.00 0.250 0.016
6408452 $259,825.54 89.04 17 0.250 0.016
6408673 $331,765.68 80.00 0.250 0.016
6408864 $251,652.02 80.00 0.250 0.016
6409210 $222,841.85 95.00 17 0.250 0.016
6409832 $184,672.82 80.00 0.250 0.016
6409913 $524,122.66 74.97 0.250 0.016
6409955 $329,772.90 36.67 0.250 0.016
6410373 $251,652.02 80.00 0.250 0.016
6410421 $271,883.44 75.00 0.250 0.016
6410565 $499,664.51 55.56 0.250 0.016
6411471 $259,303.10 76.36 0.250 0.016
6412166 $269,799.62 60.00 0.250 0.016
6412460 $67,850.86 70.00 0.250 0.016
6413086 $254,656.66 79.94 0.250 0.016
6413499 $149,792.88 60.61 0.250 0.016
6413739 $267,639.16 47.18 0.250 0.016
6414210 $319,590.50 80.00 0.250 0.016
6414297 $241,514.86 75.00 0.250 0.016
6414354 $226,136.21 82.29 0.250 0.016
6415030 $142,992.06 80.00 0.250 0.016
6415073 $87,388.02 50.00 0.250 0.016
6415128 $358,246.97 84.95 17 0.250 0.016
6415433 $255,120.81 80.00 0.250 0.016
6416524 $249,447.12 67.51 0.250 0.016
6416805 $202,370.88 52.60 0.250 0.016
6416889 $247,657.54 80.00 0.250 0.016
6417492 $225,935.38 80.00 0.250 0.016
6418633 $299,813.53 66.67 0.250 0.016
6419034 $367,765.34 80.00 0.250 0.016
6420077 $235,457.58 90.00 13 0.250 0.016
6421059 $66,714.41 67.68 0.250 0.016
6421450 $358,796.00 79.12 0.250 0.016
6421519 $224,184.80 71.88 0.250 0.016
6421826 $379,488.34 80.00 0.250 0.016
6422635 $271,624.39 80.00 0.250 0.016
6423167 $273,396.95 95.00 16 0.250 0.016
6423387 $299,219.14 72.29 0.250 0.016
6423549 $345,729.40 79.99 0.250 0.016
6424039 $374,482.16 79.79 0.250 0.016
6424508 $234,276.04 94.98 33 0.250 0.016
6424602 $290,799.74 60.00 0.250 0.016
6425188 $299,793.54 55.66 0.250 0.016
6425434 $243,832.08 80.00 0.250 0.016
6425898 $251,830.91 80.00 0.250 0.016
6426396 $81,697.96 8.18 0.250 0.016
6426483 $247,333.93 82.50 17 0.250 0.016
6426606 $275,305.55 95.00 33 0.250 0.016
6426834 $216,534.27 80.00 0.250 0.016
6426884 $223,042.47 80.00 0.250 0.016
6426965 $349,752.98 68.03 0.250 0.016
6427078 $396,880.96 66.25 0.250 0.016
6427647 $174,879.57 69.58 0.250 0.016
6427753 $581,209.76 80.00 0.250 0.016
6428156 $259,825.54 80.00 0.250 0.016
6428173 $235,306.10 95.00 33 0.250 0.016
6428551 $248,678.74 90.00 16 0.250 0.016
6428764 $251,022.70 80.00 0.250 0.016
6428963 $437,590.93 79.99 0.250 0.016
6429263 $221,777.48 79.99 0.250 0.016
6429421 $235,587.76 89.98 17 0.250 0.016
6429806 $238,045.03 90.00 17 0.250 0.016
6439688 $262,137.51 80.00 0.250 0.016
6455487 $234,831.70 95.00 01 0.250 0.016
6456252 $349,740.25 53.85 0.250 0.016
6457723 $274,824.65 51.89 0.250 0.016
6468646 $314,772.01 54.78 0.250 0.016
6475182 $999,311.81 49.02 0.250 0.016
6483527 $274,770.14 79.93 0.250 0.016
6496193 $434,000.00 64.30 0.250 0.016
6992192 $340,866.90 80.00 0.250 0.016
6992521 $297,471.74 58.25 0.250 0.016
6993185 $372,277.33 63.03 0.250 0.016
6993303 $292,556.05 79.92 0.250 0.016
6993581 $784,485.65 50.76 0.250 0.016
6993649 $893,465.55 69.23 0.250 0.016
6994125 $124,113.87 59.52 0.250 0.016
6994185 $244,657.28 68.47 0.250 0.016
6994532 $476,230.03 80.00 0.250 0.016
6995927 $365,480.72 89.99 33 0.250 0.016
6998129 $241,964.50 78.71 0.250 0.016
6998441 $647,951.55 59.63 0.250 0.016
6998578 $184,370.04 70.00 0.250 0.016
6998954 $332,358.59 90.00 12 0.250 0.016
6998956 $324,445.51 89.98 33 0.250 0.016
6998957 $251,812.98 70.00 0.250 0.016
6998960 $262,945.49 79.98 0.250 0.016
6998962 $313,363.71 73.88 0.250 0.016
6998963 $262,418.39 90.00 33 0.250 0.016
6998964 $364,700.71 90.00 11 0.250 0.016
6998965 $276,127.71 79.91 0.250 0.016
6998967 $263,644.54 75.00 0.250 0.016
6998968 $338,885.43 69.43 0.250 0.016
6998971 $240,983.23 95.00 24 0.250 0.016
6998973 $315,782.53 80.00 0.250 0.016
6998974 $287,255.90 80.00 0.250 0.016
6998976 $249,836.47 89.37 17 0.250 0.016
6998978 $266,558.45 79.99 0.250 0.016
6998981 $225,302.52 89.75 24 0.250 0.016
6998988 $319,351.54 76.19 0.250 0.016
6998989 $276,427.31 80.00 0.250 0.016
6998991 $254,339.32 90.00 11 0.250 0.016
6998995 $341,770.53 90.00 17 0.250 0.016
6999000 $293,340.97 80.00 0.250 0.016
6999002 $234,011.05 80.00 0.250 0.016
6999005 $372,198.19 80.00 0.250 0.016
6999009 $287,491.50 80.00 0.250 0.016
6999011 $238,331.67 71.30 0.250 0.016
6999017 $259,640.97 77.61 0.250 0.016
6999019 $253,192.35 89.47 33 0.250 0.016
6999020 $904,612.30 65.00 0.250 0.016
6999021 $358,118.71 77.42 0.250 0.016
6999023 $298,945.33 78.95 0.250 0.016
6999024 $306,892.46 75.00 0.250 0.016
6999029 $499,255.54 66.67 0.250 0.016
6999030 $354,984.12 90.00 06 0.250 0.016
6999031 $227,996.09 80.00 0.250 0.016
6999033 $464,357.88 75.61 0.250 0.016
6999039 $313,846.00 70.00 0.250 0.016
6999046 $611,632.63 70.00 0.250 0.016
6999048 $299,798.71 80.00 0.250 0.016
6999050 $349,759.14 70.85 0.250 0.016
6999051 $359,160.12 90.00 24 0.250 0.016
6999052 $323,788.06 90.00 13 0.250 0.016
6999053 $227,943.03 69.99 0.250 0.016
6999055 $296,653.93 90.00 24 0.250 0.016
6999058 $242,480.33 90.00 17 0.250 0.016
6999059 $475,393.00 80.00 0.250 0.016
6999062 $397,771.72 90.00 33 0.250 0.016
6999066 $278,853.80 78.20 0.250 0.016
6999071 387519.33 79.99 0.250 0.016
6999072 $261,372.41 68.57 0.250 0.016
6999074 $315,552.50 80.00 0.250 0.016
6999078 $349,491.75 68.75 0.250 0.016
6999081 $280,000.00 78.68 0.250 0.016
6999082 $279,786.94 78.50 0.250 0.016
6999083 $264,634.07 72.43 0.250 0.016
6999085 $336,612.26 79.99 0.250 0.016
6999086 $269,617.65 58.42 0.250 0.016
6999087 $283,597.82 87.66 33 0.250 0.016
6999088 $271,744.80 56.23 0.250 0.016
6999092 $283,009.98 79.77 0.250 0.016
6999093 $227,843.09 80.00 0.250 0.016
6999094 $219,445.01 90.00 06 0.250 0.016
6999095 $344,768.51 70.41 0.250 0.016
6999097 $323,171.74 80.00 0.250 0.016
6999098 $489,662.79 70.00 0.250 0.016
6999103 $352,750.85 76.74 0.250 0.016
6999107 $249,823.55 53.27 0.250 0.016
6999114 $233,789.00 95.00 17 0.250 0.016
6999121 $255,000.00 62.65 0.250 0.016
6999127 $287,587.41 78.77 0.250 0.016
6999138 $374,766.92 66.96 0.250 0.016
6999139 $302,331.02 79.99 0.250 0.016
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
in Frederick, Maryland]
NASCOR
NMI / 1997-17 Exhibit F-2
20 & 30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3585487 PALM BEACH GARDENS FL 33418 SFD 8.875 8.609 $1,400.34 360 1-Sep-26
4488040 CAPE CORAL FL 33914 SFD 8.625 8.359 $1,941.36 360 1-Sep-26
4509818 SARASOTA FL 34242 HCO 8.125 7.859 $1,704.77 360 1-May-26
4532267 NORTH FALMOUTH MA 02540 SFD 7.625 7.359 $1,939.36 360 1-Aug-27
4534661 STATEN ISLAND NY 10314 THS 9.500 9.234 $1,109.93 360 1-Oct-26
4536069 VOORHEES NJ 08043 SFD 9.000 8.734 $1,996.27 360 1-Aug-26
4540376 GONZALES LA 70737 SFD 8.375 8.109 $2,667.86 360 1-Jul-27
4545452 MIDDLEBURG VA 22118 SFD 8.375 8.109 $6,960.75 360 1-Jul-27
4552821 LINDON UT 84042 SFD 8.000 7.734 $1,995.84 360 1-Sep-27
4553140 PARKER CO 80134 SFD 7.875 7.609 $2,574.73 360 1-Aug-27
4557854 SAN ANTONIO TX 78239 SFD 8.500 8.234 $374.85 360 1-Dec-26
4557931 DUNBARTON NH 03045 SFD 7.750 7.484 $2,666.13 352 1-Dec-26
4564300 AUSTIN TX 78733 SFD 8.000 7.734 $2,103.71 360 1-Oct-27
4565624 GEORGETOWN SC 29440 SFD 8.250 7.984 $2,843.17 360 1-Feb-27
4569730 LITTLETON CO 80123 SFD 8.000 7.734 $1,772.41 360 1-Jun-27
4569751 DELAWARE OH 43015 SFD 7.875 7.609 $1,310.93 360 1-Aug-27
4570407 CORTLANDT MANOR NY 10566 SFD 8.250 7.984 $2,103.55 360 1-Jan-27
4571431 TELLURIDE CO 81435 SFD 8.375 8.109 $7,600.72 360 1-Sep-27
4575909 PETALUMA CA 94952 SFD 8.375 8.109 $2,211.18 355 1-Mar-27
4576353 TORRANCE CA 90503 SFD 7.625 7.359 $1,769.49 360 1-Sep-27
4577528 SKIPPACK PA 19474 SFD 7.750 7.484 $1,695.75 360 1-Sep-27
4577824 ATLANTA GA 30305 SFD 7.750 7.484 $3,582.06 360 1-Sep-27
4578129 OWINGS MILL MD 21117 SFD 8.000 7.734 $1,761.04 360 1-Jul-27
4579140 FLORHAM PARK NJ 07932 SFD 8.375 8.109 $1,981.13 360 1-Oct-27
4580457 ISLANDIA NY 11722 SFD 8.875 8.609 $994.56 360 1-Jun-27
4581715 SOUTHLAKE TX 76092 SFD 8.125 7.859 $3,415.49 360 1-Jun-27
4582593 BASKING RIDGE NJ 07920 SFD 7.875 7.609 $2,436.24 360 1-Oct-27
4583539 IRVINE CA 92720 SFD 8.000 7.734 $2,201.30 360 1-Jul-27
4583582 OMAHA NE 68007 SFD 8.125 7.859 $2,144.70 360 1-Sep-27
4584794 VIRGINIA BEACH VA 23456 SFD 7.625 7.359 $1,696.94 360 1-Sep-27
4586337 POTOMAC MD 20854 SFD 7.875 7.609 $2,537.74 360 1-Sep-27
4589378 RIDGEFIELD CT 06877 SFD 7.875 7.609 $1,667.66 360 1-Jun-27
4589599 EL PASO TX 79912 SFD 8.375 8.109 $1,976.19 360 1-Jun-27
4590418 ASHBURN VA 20147 SFD 8.000 7.734 $1,692.79 360 1-May-27
4591101 STAMFORD CT 06902 SFD 8.500 8.234 $3,561.99 360 1-Jul-27
4591686 JAMAICA NY 11423 SFD 8.375 8.109 $2,065.88 360 1-Aug-27
4591878 NASHUA NH 03063 SFD 7.625 7.359 $1,608.11 360 1-Sep-27
4592665 CARMEL CA 93923 SFD 7.875 7.609 $2,066.45 360 1-Oct-27
4594848 GLEN ROCK NJ 07452 SFD 8.500 8.234 $2,179.87 360 1-Sep-27
4594939 AURORA CO 80015 SFD 8.250 7.984 $1,768.86 360 1-Sep-27
4595636 SOUTH SAN FRANCISCO CA 94080 PUD 7.875 7.609 $2,610.25 360 1-Oct-27
4597057 MANCHESTER MA 01944 SFD 7.875 7.609 $2,864.03 360 1-Sep-27
4597971 HELLERTOWN PA 18055 SFD 7.875 7.609 $1,754.67 360 1-Oct-27
4599148 LOS ANGELES CA 90046 SFD 7.625 7.359 $2,032.79 360 1-Sep-27
4599206 CHATHAM TOWNSHIP NJ 07928 SFD 8.250 7.984 $1,802.11 360 1-Sep-27
4599240 ATLANTA GA 30327 SFD 8.000 7.734 $2,304.03 360 1-Jun-27
4599364 JERICHO NY 11753 SFD 8.000 7.734 $2,377.40 360 1-Sep-27
4599561 NORTH MASSAPEQUA NY 11758 SFD 8.125 7.859 $1,098.90 360 1-Sep-27
4599585 SYOSSET NY 11791 SFD 7.875 7.609 $3,016.29 360 1-Aug-27
4600278 ROUND ROCK TX 78681 SFD 8.125 7.859 $2,079.00 360 1-Jun-27
4600745 BERNANDS TOWNSHIP NJ 07920 SFD 8.000 7.734 $876.12 360 1-Jun-27
4601129 WEST GOSHEN TOWNSHIP PA 19380 SFD 7.250 6.984 $1,850.07 360 1-Sep-27
4601304 SOUTH KINGSTOWN RI 02881 SFD 8.500 8.234 $853.49 360 1-Jul-27
4601378 STONYBROOK NY 11790 SFD 8.250 7.984 $1,878.17 360 1-Sep-27
4601392 TEANECK NJ 07666 SFD 8.125 7.859 $1,750.81 360 1-Sep-27
4601728 WILDWOOD MO 63011 SFD 8.250 7.984 $1,805.29 360 1-Jun-27
4602114 BAY HEAD NJ 08742 SFD 7.875 7.609 $2,650.86 360 1-Oct-27
4602680 CARMEL IN 46033 SFD 8.250 7.984 $2,328.93 360 1-Jul-27
4604217 READINGTON TOWNSHIP NJ 08889 SFD 8.250 7.984 $1,798.54 360 1-Sep-27
4604458 TROY HILLS NJ 07950 SFD 8.000 7.734 $1,665.65 360 1-Sep-27
4604496 WARREN TOWNSHIP NJ 07059 SFD 8.000 7.734 $2,905.71 360 1-Sep-27
4604574 LIVINGSTON TOWNSHIP NJ 07039 SFD 7.625 7.359 $2,123.39 360 1-Sep-27
4605018 GREENSBORO GA 30642 SFD 8.250 7.984 $2,629.44 360 1-Jul-27
4605383 STAMFORD CT 06907 SFD 7.875 7.609 $2,204.22 360 1-Oct-27
4605433 GLENDALE CA 91206 SFD 8.625 8.359 $2,706.71 360 1-Jun-27
4605677 MYRTLE BEACH SC 29575 SFD 8.375 8.109 $1,747.41 360 1-Jul-27
4606028 SPRINGFIELD VA 22150 SFD 8.750 8.484 $2,264.92 360 1-Jul-27
4606049 SAN DIEGO CA 92128 LCO 8.000 7.734 $786.60 360 1-Jun-27
4606263 TEWKSBURY TOWNSHIP NJ 07830 SFD 7.875 7.609 $2,559.50 360 1-Aug-27
4607238 AMAGANSETT NY 11930 SFD 8.625 8.359 $1,151.13 360 1-Oct-27
4607918 NORTH ARLINGTON NJ 07031 SFD 8.250 7.984 $683.66 360 1-Jul-27
4608143 SOMERS NY 10589 LCO 8.250 7.984 $1,607.71 360 1-Sep-27
4608189 PLANO TX 75093 SFD 8.375 8.109 $2,867.00 360 1-Jul-27
4608551 IRVINE CA 92620 SFD 8.250 7.984 $1,875.16 360 1-Sep-27
4608629 MOUNT VERNON NY 10552 MF2 8.750 8.484 $2,357.74 360 1-Sep-27
4608651 GLOUCESTER MA 01930 SFD 7.625 7.359 $1,613.77 360 1-Sep-27
4608989 DANVILLE CA 94506 SFD 8.125 7.859 $2,679.31 360 1-Oct-27
4609147 WASHINGTON DC 20010 THS 8.375 8.109 $1,744.37 360 1-Jul-27
4609487 ELDERBURG MD 21784 SFD 8.750 8.484 $2,611.85 360 1-Jul-27
4609925 INVERNESS IL 60067 SFD 8.875 8.609 $1,776.28 360 1-Sep-27
4610018 HERNDON VA 22071 SFD 8.500 8.234 $1,722.37 360 1-Jun-27
4610064 ENGLEWOOD CO 80112 SFD 8.125 7.859 $1,678.05 360 1-Jun-27
4610268 COHASSET MA 02025 SFD 7.875 7.609 $1,740.17 360 1-Sep-27
4610842 BATESVILLE MS 38606 SFD 8.000 7.734 $1,650.97 360 1-Jul-27
4610940 WIMBERLEY TX 78676 SFD 8.000 7.734 $2,113.24 360 1-Aug-27
4611073 SIERRA MADRE CA 91024 SFD 8.125 7.859 $2,257.19 360 1-Jun-27
4611525 MESA AZ 85215 SFD 8.000 7.734 $1,828.55 360 1-Aug-27
4611605 WESTFIELD NJ 07090 SFD 8.000 7.734 $1,661.24 360 1-Sep-27
4611630 WEST SHADY NY 12494 SFD 8.625 8.359 $738.91 360 1-Oct-27
4611814 SANDY UT 84093 SFD 8.000 7.734 $1,929.81 360 1-Sep-27
4612015 TULSA OK 74137 SFD 8.250 7.984 $1,683.59 360 1-Jul-27
4612268 CORPUS CRISTI TX 78410 SFD 8.375 8.109 $960.54 360 1-Aug-27
4612314 LAKE GROVE NY 11755 SFD 8.500 8.234 $1,943.82 360 1-Sep-27
4612324 ELK GROVE VILLAGE IL 60007 LCO 8.375 8.109 $330.64 360 1-Aug-27
4612337 TWP OF SOUTH ORANGE VILLA NJ 07079 SFD 7.875 7.609 $2,806.02 360 1-Sep-27
4612757 KINNELON NJ 07405 SFD 8.125 7.859 $2,598.75 360 1-Sep-27
4612900 RANCHO MURIETA CA 95683 SFD 8.750 8.484 $1,876.28 360 1-Jun-27
4613123 MAHWAH NJ 07430 SFD 7.875 7.609 $1,740.17 360 1-Sep-27
4613137 PHOENIX AZ 85022 SFD 8.250 7.984 $2,037.06 360 1-Aug-27
4613138 SILVER SPRING MD 20905 SFD 7.500 7.234 $2,097.65 360 1-Oct-27
4613264 TUCSON AZ 85745 SFD 7.875 7.609 $1,653.16 360 1-Jun-27
4613408 MIDDLETOWN TOWNSHIP NJ 07748 SFD 7.750 7.484 $1,862.68 360 1-Sep-27
4613536 CLINTON NJ 08809 LCO 7.750 7.484 $415.52 360 1-Oct-27
4613651 MONROE TOWNSHIP NJ 08831 SFD 8.500 8.234 $1,676.24 360 1-Jul-27
4613951 MISSION VIEJO CA 92691 SFD 8.125 7.859 $1,707.74 360 1-Jun-27
4614311 LUTHERVILLE MD 21093 SFD 7.875 7.609 $1,682.16 360 1-Aug-27
4614397 SHERBORN MA 01770 SFD 7.625 7.359 $1,946.44 360 1-Sep-27
4614428 WYCKOFF NJ 07481 SFD 8.000 7.734 $2,788.31 360 1-Sep-27
4614460 SAN ANSELMO CA 94960 SFD 8.375 8.109 $2,280.22 360 1-Jun-27
4614577 MERCER ISLAND WA 98040 SFD 8.250 7.984 $2,141.11 360 1-Jul-27
4614914 DANA POINT CA 92629 SFD 8.125 7.859 $1,709.97 360 1-Aug-27
4615138 SUPERIOR CO 80027 SFD 7.750 7.484 $1,575.75 360 1-Aug-27
4615236 MAMARONECK NY 10538 SFD 7.875 7.609 $1,268.88 360 1-Sep-27
4615447 SAN RAFAEL CA 94901 SFD 8.250 7.984 $2,416.07 360 1-Jun-27
4615618 ARMONK NY 10504 SFD 8.625 8.359 $3,080.05 360 1-Aug-27
4615658 CARLSBAD CA 92009 SFD 7.625 7.359 $1,769.48 360 1-Aug-27
4615923 VALDOSTA GA 31602 SFD 7.750 7.484 $1,839.75 360 1-Sep-27
4616207 ORLANDO FL 32826 SFD 8.000 7.734 $3,710.72 344 1-Mar-26
4616241 PLAINVIEW NY 11803 SFD 8.000 7.734 $1,829.65 360 1-Sep-27
4616486 HUDSON OH 44236 SFD 6.875 6.609 $1,629.19 360 1-Sep-27
4616584 MT JULIET TN 37122 SFD 8.000 7.734 $1,761.04 360 1-Sep-27
4616985 HAMPTON BAYS NY 11946 SFD 8.000 7.734 $931.88 360 1-Sep-27
4617212 STUDIO CITY CA 91604 LCO 8.250 7.984 $961.62 360 1-Aug-27
4617310 KEY WEST FL 33040 SFD 8.125 7.859 $3,034.96 360 1-Sep-27
4617328 DAVIDSONVILLE MD 21035 SFD 7.875 7.609 $1,740.17 360 1-Jul-27
4617639 MOSCOW ID 83843 SFD 7.750 7.484 $2,077.60 360 1-Oct-27
4617685 NEW CITY NY 10956 SFD 7.750 7.484 $2,397.17 240 1-Oct-17
4617964 HUNTINGTON STATION NY 11746 SFD 8.125 7.859 $831.60 360 1-Oct-27
4618151 PHOENIX AZ 85016 SFD 8.250 7.984 $2,629.44 360 1-Aug-27
4618172 OYSTER BAY TOWN NY 11753 SFD 7.875 7.609 $1,960.59 360 1-Sep-27
4618467 CLARKESVILLE GA 30523 SFD 8.000 7.734 $2,348.05 360 1-Aug-27
4618503 GREENVILLE DE 19807 SFD 7.875 7.609 $3,596.71 360 1-Sep-27
4618603 BREWSTER NY 10509 SFD 7.875 7.609 $1,696.67 360 1-Sep-27
4618627 FISHERVILLE TN 38028 SFD 7.875 7.609 $1,881.56 360 1-Aug-27
4618828 PRESCOTT AZ 86301 SFD 8.000 7.734 $4,402.59 360 1-Jul-27
4618865 FAIR HAVEN NJ 07704 SFD 7.750 7.484 $3,152.22 360 1-Sep-27
4618870 DEVON PA 19333 SFD 7.500 7.234 $1,776.01 360 1-Sep-27
4619315 POMPTON LAKES NJ 07442 LCO 8.500 8.234 $692.03 360 1-Jul-27
4619368 OLIVE NY 12461 SFD 8.250 7.984 $808.36 360 1-Sep-27
4619500 LAYTON UT 84041 SFD 7.875 7.609 $1,624.16 360 1-Aug-27
4619678 TUSTIN CA 92780 SFD 8.250 7.984 $1,819.94 360 1-Jul-27
4619779 SAGAMORE BEACH MA 02562 SFD 8.125 7.859 $2,851.19 360 1-Sep-27
4620086 ORANGE BEACH AL 36561 SFD 7.875 7.609 $2,900.28 360 1-Sep-27
4620430 POWAY CA 92064 SFD 7.750 7.484 $1,705.07 360 1-Oct-27
4620770 PALATINE IL 60067 SFD 8.125 7.859 $2,159.19 360 1-Sep-27
4620998 WEST LINN OR 97068 SFD 7.875 7.609 $1,618.36 360 1-Sep-27
4621359 OSHKOSH WI 54901 SFD 8.000 7.734 $2,935.06 360 1-Sep-27
4621451 SEA CLIFF NY 11579 SFD 7.625 7.359 $2,548.06 360 1-Oct-27
4621760 AUSTIN TX 78727 SFD 7.875 7.609 $592.02 360 1-Sep-27
4622132 OKLAHOMA CITY OK 73142 SFD 7.875 7.609 $2,157.81 360 1-Aug-27
4622178 OLD HICKORY TN 37138 SFD 7.875 7.609 $1,566.15 360 1-Sep-27
4622414 SAN MARCOS CA 92069 SFD 7.875 7.609 $1,740.17 360 1-Sep-27
4622658 WARREN TOWNSHIP NJ 07059 SFD 8.000 7.734 $1,614.29 360 1-Sep-27
4622698 KEY WEST FL 33040 SFD 7.750 7.484 $2,206.55 360 1-Oct-27
4622709 TOWNSHIP OF SOUTH BRUNSWI NJ 08810 SFD 8.250 7.984 $1,919.49 360 1-Sep-27
4622787 NICHOLS HILL OK 73116 SFD 8.125 7.859 $2,120.57 360 1-Aug-27
4623134 SPRINGTOWN TX 76082 SFD 8.000 7.734 $2,151.40 360 1-Sep-27
4623354 NEW HYDE PARK NY 11040 SFD 8.375 8.109 $1,282.63 360 1-Sep-27
4623371 BALD KNOB AR 72010 SFD 7.750 7.484 $1,719.39 360 1-Sep-27
4623477 TEANECK NJ 07666 SFD 8.125 7.859 $928.86 360 1-Sep-27
4623479 WOODBINE MD 21797 SFD 8.500 8.234 $2,748.49 360 1-Aug-27
4623543 HUNTINGTON STATION NY 11746 SFD 7.500 7.234 $1,840.34 360 1-Oct-27
4623553 TOWNSHIP OF TEWKSBURY NJ 08833 SFD 8.000 7.734 $1,614.29 360 1-Aug-27
4623602 GREENWOOD IN 46143 SFD 7.875 7.609 $2,247.72 360 1-Oct-27
4623645 LAGUNA NIGUEL CA 92677 SFD 7.750 7.484 $1,690.73 360 1-Aug-27
4623719 HICKORY NC 28601 SFD 7.750 7.484 $2,507.45 360 1-Oct-27
4623725 CUPERTINO CA 95014 SFD 7.875 7.609 $2,936.54 360 1-Oct-27
4623766 VIENNA VA 22181 SFD 7.250 6.984 $1,511.70 360 1-Sep-27
4623904 COEUR D'ALENE ID 83814 SFD 7.750 7.484 $2,865.65 360 1-Sep-27
4623955 SAN DIEGO CA 92131 SFD 7.875 7.609 $2,102.71 360 1-Aug-27
4624021 LITTLETON CO 80127 SFD 8.250 7.984 $687.41 360 1-Jul-27
4624055 VOORHEES TOWNSHIP NJ 08043 SFD 7.875 7.609 $2,342.70 360 1-Aug-27
4624120 SLIDELL LA 70458 SFD 7.875 7.609 $1,844.58 360 1-Sep-27
4624146 LITTLETON CO 80124 PUD 7.750 7.484 $1,688.58 360 1-Oct-27
4624429 LAS VEGAS NV 89128 SFD 8.000 7.734 $1,687.66 360 1-Sep-27
4624936 TEANECK NJ 07666 SFD 8.000 7.734 $2,905.71 360 1-Oct-27
4624954 HERNDON VA 20170 SFD 7.625 7.359 $2,450.03 360 1-Aug-27
4624983 PASADENA CA 91105 SFD 7.750 7.484 $2,973.12 360 1-Oct-27
4625025 KINNELON NJ 07405 SFD 7.375 7.109 $2,072.03 360 1-Oct-27
4625367 MADISON MS 39110 SFD 7.625 7.359 $1,592.54 360 1-Sep-27
4625372 EAST BRUNSWICK NJ 08816 SFD 8.375 8.109 $1,106.67 360 1-Oct-27
4625428 WEST DES MOINES IA 50265 SFD 7.750 7.484 $2,320.46 360 1-Sep-27
4625445 BRIDGEWATER NJ 08807 SFD 7.500 7.234 $1,629.17 360 1-Sep-27
4625483 NOVATO CA 94949 SFD 7.750 7.484 $2,783.26 360 1-Sep-27
4625599 HUNTINGTON BEACH CA 92649 SFD 7.625 7.359 $1,727.02 360 1-Oct-27
4625617 ALBUQUERQUE NM 87122 SFD 8.000 7.734 $2,837.83 360 1-Sep-27
4625768 SANTA MONICA CA 90403 LCO 7.875 7.609 $2,117.21 360 1-Aug-27
4625887 NANTUCKET MA 02554 SFD 7.625 7.359 $3,185.08 360 1-Oct-27
4626062 FORT MYERS FL 33908 SFD 8.125 7.859 $1,863.67 360 1-Aug-27
4626189 ACCOKEEK MD 20607 SFD 7.500 7.234 $2,057.23 360 1-Aug-27
4626228 SAN ANTONIO TX 78209 SFD 7.750 7.484 $3,008.94 360 1-Oct-27
4626275 LEBANON NJ 08833 SFD 7.750 7.484 $2,640.34 360 1-Oct-27
4626418 NAPERVILLE IL 60565 SFD 7.250 6.984 $2,042.17 360 1-Oct-27
4626506 NORTH MERRICK NY 11566 SFD 7.750 7.484 $962.86 360 1-Oct-27
4626557 CARLSBAD CA 92009 SFD 7.500 7.234 $2,554.93 360 1-Sep-27
4626600 HOWELL MI 48843 SFD 8.125 7.859 $1,670.62 360 1-Sep-27
4626664 WEST VALLEY CITY UT 84128 SFD 8.250 7.984 $769.30 360 1-Sep-27
4626668 IRVINE CA 92620 SFD 7.375 7.109 $1,893.83 360 1-Sep-27
4626758 GARDEN CITY NY 11530 SFD 7.750 7.484 $1,755.21 360 1-Oct-27
4626787 SAN RAMON CA 94583 SFD 7.875 7.609 $2,236.84 360 1-Sep-27
4626790 METHUEN MA 01844 SFD 7.375 7.109 $1,864.82 360 1-Sep-27
4626931 SCOTTSDALE AZ 85255 SFD 7.750 7.484 $1,788.17 360 1-Oct-27
4627059 SANDY UT 84093 SFD 7.750 7.484 $1,776.70 360 1-Sep-27
4627175 NAPLES FL 34102 SFD 8.125 7.859 $1,805.75 360 1-Sep-27
4627294 GREAT NECK NY 11023 SFD 8.125 7.859 $1,767.14 360 1-Sep-27
4627324 BELMAR NJ 07719 SFD 8.000 7.734 $2,201.30 360 1-Oct-27
4627454 LIDO BEACH NY 11561 SFD 8.125 7.859 $3,062.81 360 1-Sep-27
4627457 ANNAPOLIS MD 21401 SFD 8.250 7.984 $2,013.40 360 1-Jul-27
4627465 STERLING VA 20165 SFD 7.625 7.359 $2,095.07 360 1-Jul-27
4627474 DELRAY BEACH FL 33445 SFD 8.500 8.234 $1,322.54 360 1-Sep-27
4627638 EDMONDS WA 98020 SFD 7.750 7.484 $1,791.03 360 1-Sep-27
4627645 AUSTIN TX 78731 SFD 7.625 7.359 $2,115.25 360 1-Oct-27
4627703 NEW MILFORD NJ 07646 SFD 8.625 8.359 $1,396.92 360 1-Sep-27
4627812 PEACHTREE CITY GA 30269 SFD 7.750 7.484 $1,719.39 360 1-Sep-27
4627859 ELK GROVE CA 95624 SFD 8.250 7.984 $1,314.72 360 1-Sep-27
4627884 WASHINGTON TOWNSHIP NJ 08691 PUD 7.750 7.484 $541.61 360 1-Sep-27
4627969 COROLLA NC 27927 PUD 8.125 7.859 $1,914.91 360 1-Sep-27
4628030 COLLEYVILLE TX 76034 SFD 7.875 7.609 $2,015.70 360 1-Sep-27
4628217 HAWTHORNE NJ 07506 SFD 7.500 7.234 $1,566.24 360 1-Sep-27
4628317 THOUSAND OAKS CA 91320 SFD 7.500 7.234 $1,608.20 360 1-Oct-27
4628353 LITTLE ELM TX 75068 SFD 7.875 7.609 $1,873.58 360 1-Aug-27
4628531 MIDDLE VILLAGE NY 11379 SFD 7.625 7.359 $1,132.47 360 1-Oct-27
4628688 WATER MILL NY 11976 SFD 8.000 7.734 $3,668.83 360 1-Oct-27
4628702 BETHPAGE NY 11714 SFD 8.250 7.984 $1,036.75 360 1-Oct-27
4628919 SCARSDALE NY 10583 SFD 7.875 7.609 $2,587.05 360 1-Sep-27
4628956 MILLERSVILLE MD 21108 SFD 8.625 8.359 $3,048.16 360 1-Aug-27
4628966 TUSTIN CA 92782 SFD 7.875 7.609 $2,107.06 360 1-Sep-27
4629264 STONY POINT NY 10980 SFD 8.125 7.859 $2,138.40 360 1-Sep-27
4629268 BELLEVUE WA 98006 SFD 8.000 7.734 $2,345.11 360 1-Oct-27
4629344 CULVER CITY CA 90232 SFD 7.875 7.609 $2,363.73 360 1-Sep-27
4629476 PARAMUS NJ 07652 SFD 8.500 8.234 $1,537.83 360 1-Oct-27
4629605 VIRGINIA BEACH VA 23451 SFD 7.750 7.484 $1,676.41 360 1-Sep-27
4629607 NAPLES FL 34105 SFD 7.875 7.609 $2,146.21 360 1-Sep-27
4629625 EAST MARION NY 11939 SFD 7.875 7.609 $1,036.85 360 1-Oct-27
4629657 CHANDLER AZ 85248 SFD 7.750 7.484 $1,729.42 360 1-Sep-27
4629689 LOS ANGELES CA 90025 HCO 8.500 8.234 $1,968.42 360 1-Sep-27
4629720 PHOENIX AZ 85021 SFD 8.125 7.859 $1,653.91 360 1-Aug-27
4629989 EAST HAMPTON NY 11937 SFD 8.375 8.109 $1,983.79 360 1-Oct-27
4630006 FAYETTEVILLE NC 28314 SFD 7.875 7.609 $1,703.92 360 1-Oct-27
4630090 BOWIE MD 20715 SFD 7.750 7.484 $661.25 360 1-Aug-27
4630108 WADING RIVER NY 11792 SFD 8.125 7.859 $1,241.46 360 1-Sep-27
4630146 LAS VEGAS NV 89128 SFD 7.750 7.484 $2,384.22 360 1-Sep-27
4630287 JACKSON WY 83001 SFD 8.000 7.734 $2,333.38 360 1-Sep-27
4630305 SIGNAL HILL CA 90806 SFD 8.000 7.734 $639.85 360 1-Sep-27
4630318 PHOENIX AZ 85045 SFD 8.125 7.859 $1,952.03 360 1-Oct-27
4630350 RYE NH 03870 SFD 7.625 7.359 $2,328.65 360 1-Oct-27
4630387 MINNETONKA MN 55305 SFD 8.125 7.859 $1,076.62 360 1-Sep-27
4630417 RANDOLPH NJ 07869 SFD 7.500 7.234 $1,982.28 360 1-Oct-27
4630573 NEW CITY NY 10956 SFD 8.125 7.859 $1,722.60 360 1-Sep-27
4630634 HICKSVILLE NY 11801 SFD 8.500 8.234 $1,445.56 360 1-Sep-27
4630678 OVERLAND PARK KS 66210 SFD 7.750 7.484 $2,220.88 360 1-Oct-27
4630684 SILVER SPRING MD 20904 SFD 8.125 7.859 $1,670.62 360 1-Sep-27
4630780 WARREN TOWNSHIP NJ 07059 SFD 8.125 7.859 $2,840.06 360 1-Sep-27
4630833 MANORVILLE NY 11949 SFD 8.375 8.109 $1,276.93 360 1-Oct-27
4630834 PELHAM NY 10803 SFD 7.875 7.609 $2,175.21 360 1-Oct-27
4630938 PRESCOTT AZ 86303 SFD 8.250 7.984 $1,660.30 360 1-Aug-27
4631046 HOUSTON TX 77005 SFD 7.625 7.359 $2,165.85 360 1-Sep-27
4631101 WEST LINN OR 97068 SFD 7.875 7.609 $3,624.98 360 1-Sep-27
4631164 SOUTHAMPTON NY 11968 SFD 8.625 8.359 $2,607.55 360 1-Sep-27
4631208 PONTE VERDRA BEACH FL 32082 SFD 8.000 7.734 $1,748.56 360 1-Aug-27
4631247 LENEXA KS 66220 SFD 7.250 6.984 $2,046.53 360 1-Sep-27
4631259 FOUNTAIN HILLS AZ 85268 SFD 8.000 7.734 $2,247.89 360 1-Aug-27
4631335 SAN MATEO CA 94402 SFD 7.875 7.609 $2,088.20 360 1-Sep-27
4631480 RICHMOND VA 23229 SFD 7.875 7.609 $1,935.94 360 1-Aug-27
4631489 SAN DIEGO CA 92130 SFD 7.750 7.484 $2,579.08 360 1-Aug-27
4631494 CHICAGO IL 60647 SFD 7.875 7.609 $3,018.11 360 1-Sep-27
4631583 DUNKIRK MD 20754 SFD 7.500 7.234 $1,957.81 360 1-Oct-27
4631678 SHARON MA 02067 SFD 8.125 7.859 $1,730.02 360 1-Sep-27
4631716 PORT WASHINGTON NY 11050 SFD 8.000 7.734 $2,529.29 360 1-Aug-27
4631737 FLUSHING NY 11358 SFD 8.125 7.859 $2,178.49 360 1-Jun-27
4631746 SOUTHAMPTON NY 11968 SFD 8.125 7.859 $1,308.65 360 1-Aug-27
4631760 DIX HILLS NY 11746 SFD 8.375 8.109 $1,900.18 360 1-Aug-27
4631766 RICHMOND VA 23294 SFD 8.000 7.734 $616.37 360 1-Sep-27
4631769 CENTERPORT NY 11721 SFD 8.125 7.859 $1,930.49 360 1-Aug-27
4631777 GLENVIEW IL 60025 SFD 7.625 7.359 $2,754.74 360 1-Oct-27
4631782 FT THOMAS KY 41075 SFD 7.875 7.609 $1,664.03 360 1-Sep-27
4631783 ST JAMES NY 11780 SFD 8.250 7.984 $1,976.96 360 1-Jul-27
4631848 LONG BEACH CA 90815 SFD 8.000 7.734 $1,555.59 360 1-Oct-27
4631923 SARATOGA CA 95070 SFD 7.500 7.234 $3,146.47 360 1-Oct-27
4631937 PLEASANTON CA 94588 SFD 7.500 7.234 $3,752.69 360 1-Oct-27
4631944 COS COB CT 06807 SFD 7.250 6.984 $2,899.25 360 1-Oct-27
4632033 MILLSTONE TWP NJ 08510 SFD 8.125 7.859 $1,959.45 360 1-Sep-27
4632230 PAWLING NY 12564 SFD 8.125 7.859 $3,229.87 360 1-Sep-27
4632237 LOS ALAMITOS CA 90720 SFD 8.375 8.109 $1,786.17 360 1-Sep-27
4632357 SANTA BARBARA CA 93110 SFD 7.625 7.359 $3,715.92 360 1-Oct-27
4632405 OREFIELD PA 18069 SFD 8.250 7.984 $1,629.13 360 1-Sep-27
4632433 ST JOSEPH MO 64506 SFD 7.750 7.484 $2,149.24 360 1-Oct-27
4632462 AUSTIN TX 78735 SFD 7.875 7.609 $1,993.94 360 1-Sep-27
4632502 ORANGE CA 92867 SFD 7.750 7.484 $2,054.68 360 1-Sep-27
4632504 MYAKKA CITY FL 34281 SFD 8.250 7.984 $999.19 360 1-Sep-27
4632662 JAMAICA ESTATES NY 11432 SFD 8.625 8.359 $1,788.92 360 1-Oct-26
4632752 ST JAMES NY 11780 SFD 8.500 8.234 $2,890.35 360 1-Nov-26
4632868 BARTLETT TN 38135 SFD 8.000 7.734 $1,687.66 360 1-Sep-27
4633008 CINTI OH 45242 SFD 7.125 6.859 $1,987.47 360 1-Oct-27
4633065 PHOENIX AZ 85016 SFD 7.875 7.609 $1,798.18 360 1-Oct-27
4633197 WESTON MO 64098 SFD 7.625 7.359 $2,123.38 360 1-Oct-27
4633234 SANTA ANA AREA CA 92705 SFD 7.500 7.234 $5,279.07 360 1-Oct-27
4633243 PHOENIX AZ 85045 SFD 7.875 7.609 $2,505.11 360 1-Sep-27
4633326 MANHASSET NY 11030 SFD 7.875 7.609 $3,045.29 360 1-Feb-27
4633338 BAYPORT NY 11705 SFD 8.625 8.359 $1,684.69 360 1-Jan-27
4633692 ELK GROVE CA 95624 SFD 7.750 7.484 $716.42 360 1-Sep-27
4633757 MAMARONECK NY 10543 SFD 8.500 8.234 $1,460.94 360 1-Oct-27
4633807 BIRMINGHAM AL 35242 SFD 7.750 7.484 $1,787.13 360 1-Sep-27
4633968 BRONXVILLE NY 10708 SFD 8.375 8.109 $3,420.33 360 1-Oct-27
4633974 WESTMINSTER CO 80234 LCO 8.000 7.734 $524.65 360 1-Sep-27
4634007 SHORT HILLS NJ 07078 SFD 7.750 7.484 $2,063.27 360 1-Oct-27
4634049 FREMONT CA 94539 SFD 8.250 7.984 $1,652.79 360 1-Sep-27
4634243 PARK CITY UT 84098 SFD 7.500 7.234 $1,755.03 360 1-Oct-27
4634320 SANTA CRUZ CA 95062 SFD 8.000 7.734 $1,831.48 360 1-Sep-27
4634362 GLEN COVE NY 11542 SFD 8.250 7.984 $1,742.94 360 1-Jul-27
4634391 BAYSIDE NY 11360 SFD 8.500 8.234 $1,826.17 360 1-Feb-27
4634409 PORT WASHINGTON NY 11050 SFD 7.500 7.234 $2,391.31 360 1-Apr-27
4634427 FREEPORT NY 11520 SFD 7.875 7.609 $1,631.41 360 1-Mar-27
4634434 MT SINAI NY 11766 SFD 7.750 7.484 $1,791.03 360 1-Jun-27
4634436 SEATTLE WA 98119 SFD 7.625 7.359 $1,923.78 360 1-Sep-27
4634452 LA GRANGE IL 60525 SFD 7.875 7.609 $1,753.22 360 1-Aug-27
4634551 EAST HAMPTON NY 11937 SFD 8.375 8.109 $2,204.21 360 1-Oct-27
4634657 MELVILLE NY 11747 SFD 8.375 8.109 $4,674.44 360 1-Jul-27
4634704 KEY LARGO FL 33037 SFD 8.125 7.859 $1,752.29 360 1-Sep-27
4634753 POWAY CA 92064 SFD 7.500 7.234 $1,929.83 360 1-Sep-27
4634801 SPENCERVILLE IN 46788 SFD 8.000 7.734 $1,592.27 360 1-Sep-27
4634902 JACKSONVILLE FL 32259 SFD 7.625 7.359 $1,622.26 360 1-Sep-27
4634921 MARSHALL VA 20115 SFD 7.875 7.609 $1,740.17 360 1-Aug-27
4634990 RIDGEFIELD CT 06877 SFD 8.000 7.734 $1,291.43 360 1-Oct-27
4635034 SUMMIT NJ 07901 SFD 7.750 7.484 $952.83 360 1-Sep-27
4635093 SAN JOSE CA 95136 SFD 8.125 7.859 $1,854.39 360 1-Sep-27
4635097 PARADISE VALLEY AZ 85253 SFD 7.875 7.609 $3,016.29 360 1-Sep-27
4635100 THOUSAND OAKS CA 91360 SFD 8.750 8.484 $3,146.81 360 1-Oct-27
4635148 SAN DIEGO CA 92109 SFD 7.750 7.484 $2,578.44 360 1-Oct-27
4635180 EAST NORTHPORT NY 11731 SFD 7.625 7.359 $1,624.39 360 1-Sep-27
4635254 NAPERVILLE IL 60565 SFD 7.625 7.359 $1,635.01 360 1-Oct-27
4635301 SAN CLEMENTE CA 92673 PUD 8.125 7.859 $2,756.15 360 1-Sep-27
4635412 BOUNTIFUL UT 84010 SFD 7.750 7.484 $1,991.63 360 1-Oct-27
4635442 SEARINGTOWN NY 11507 SFD 8.250 7.984 $3,470.86 360 1-Mar-27
4635453 SOUTHAMPTON NY 11968 SFD 8.250 7.984 $1,772.99 360 1-Jun-27
4635476 PORTLAND OR 97219 SFD 7.875 7.609 $3,480.33 360 1-Sep-27
4635485 LAKEVILLE CT 06039 SFD 8.500 8.234 $807.36 360 1-Oct-27
4635495 MANHASSET NY 11030 SFD 7.875 7.609 $2,668.26 360 1-Apr-27
4635537 SETAUKET NY 11733 SFD 8.125 7.859 $3,771.89 360 1-Apr-27
4635554 MARCO ISLAND FL 34145 HCO 8.625 8.359 $1,050.02 360 1-Sep-27
4635668 AUSTIN TX 78746 SFD 8.125 7.859 $2,108.70 360 1-Oct-27
4635702 KILL DEVIL HILLS NC 27948 SFD 8.625 8.359 $777.79 360 1-Oct-27
4635752 WEST LINN OR 97068 SFD 7.875 7.609 $3,806.62 360 1-Oct-27
4635886 CORAL GABLES FL 33134 SFD 8.375 8.109 $1,354.39 240 1-Sep-17
4635906 LAGUNA NIGUEL CA 92677 SFD 7.875 7.609 $2,207.84 360 1-Oct-27
4635927 NAPA CA 94558 SFD 8.250 7.984 $2,704.56 360 1-Oct-27
4636117 WINDERMERE FL 34786 SFD 7.750 7.484 $2,151.39 360 1-Sep-27
4636126 BERNARDS TOWNSHIP NJ 07920 SFD 8.000 7.734 $2,421.43 360 1-Sep-27
4636183 FRANKLIN TN 37064 SFD 8.375 8.109 $1,847.74 360 1-Sep-27
4636229 FAIRFAX STATION VA 22039 SFD 8.250 7.984 $2,238.78 360 1-Oct-27
4636332 GARDEN CITY NY 11530 HCO 8.125 7.859 $2,227.49 360 1-May-27
4636355 ATLANTA GA 30305 SFD 8.375 8.109 $3,177.11 360 1-Sep-27
4636367 WHITTIER CA 90605 SFD 7.750 7.484 $1,908.53 360 1-Oct-27
4636476 ALEXANDRIA VA 22314 PUD 7.500 7.234 $1,752.59 360 1-Oct-27
4636484 KAILUA KONA HI 96740 SFD 8.000 7.734 $733.77 360 1-Sep-27
4636495 DIAMOND BAR CA 91765 LCO 8.250 7.984 $1,093.85 360 1-Sep-27
4636496 PEACHTREE CITY GA 30269 SFD 8.750 8.484 $1,038.45 360 1-Sep-27
4636625 TIBURON CA 94920 LCO 8.000 7.734 $3,815.58 360 1-Sep-27
4636806 GOLDSBORO NC 27534 SFD 8.000 7.734 $2,935.06 360 1-Oct-27
4636927 HILTON HEAD ISLAND SC 29928 SFD 8.250 7.984 $2,366.49 360 1-Oct-27
4636946 VALLEY STREAM NY 11581 SFD 8.250 7.984 $820.39 360 1-Sep-27
4636965 TAMPA FL 33647 SFD 8.250 7.984 $1,677.21 360 1-Oct-27
4637036 GOLD RIVER CA 95670 SFD 8.375 8.109 $2,036.99 360 1-Sep-27
4637037 SAN FRANCISCO CA 94121 MF2 7.875 7.609 $3,183.06 360 1-Oct-27
4637044 GROTON MA 01450 LCO 8.125 7.859 $1,626.07 360 1-Sep-27
4637086 UPLAND CA 91786 SFD 8.000 7.734 $2,863.89 360 1-Sep-27
4637120 MASSAPEQUA PARK NY 11762 SFD 7.750 7.484 $2,163.56 360 1-Mar-27
4637123 DIX HILLS NY 11746 SFD 8.625 8.359 $1,827.81 360 1-Jun-27
4637129 PLANDOME MANOR NY 11030 SFD 7.875 7.609 $1,812.67 360 1-Apr-27
4637365 CHEVY CHASE MD 20815 SFD 7.625 7.359 $2,123.39 360 1-Aug-27
4637379 TULSA OK 74137 SFD 8.125 7.859 $1,871.09 360 1-Jul-27
4637388 MARBLEHEAD MA 01945 SFD 8.000 7.734 $2,127.92 360 1-Jul-27
4637411 LEWIS BEACH DE 19958 SFD 8.000 7.734 $2,678.25 360 1-Aug-27
4637418 CHICAGO IL 60610 SFD 7.875 7.609 $2,404.34 360 1-Aug-27
4637480 PITTSTOWN NJ 08867 SFD 7.500 7.234 $2,097.65 360 1-Oct-27
4637530 EUGENE OR 97405 SFD 7.875 7.609 $1,812.67 360 1-Oct-27
4637593 SAN JOSE CA 95148 SFD 8.000 7.734 $2,311.36 360 1-Oct-27
4637746 ANCRAM NY 12512 SFD 8.250 7.984 $593.51 360 1-Oct-27
4637779 POWELL OH 43065 SFD 8.000 7.734 $3,467.78 360 1-Aug-27
4637890 CREAMRIDGE NJ 08514 SFD 8.125 7.859 $1,373.62 360 1-Oct-27
4638039 CINCINNATI OH 45249 SFD 7.625 7.359 $1,769.48 360 1-Aug-27
4638075 GIG HARBOR WA 98335 SFD 7.625 7.359 $2,256.10 360 1-Oct-27
4638119 COSTA MESA CA 92627 SFD 7.875 7.609 $1,747.42 360 1-Oct-27
4638124 RANCHO STA MARGARITA CA 92688 PUD 7.875 7.609 $1,876.12 360 1-Sep-27
4638165 MASSAPEQUA NY 11758 SFD 8.375 8.109 $1,907.78 360 1-Oct-26
4638178 SETAUKET NY 11733 SFD 8.000 7.734 $1,834.41 360 1-Mar-27
4638190 LAKEWOOD NJ 08701 SFD 8.000 7.734 $1,790.39 360 1-Oct-27
4638200 JAMAICA ESTATES NY 11423 SFD 7.750 7.484 $1,647.75 360 1-May-27
4638214 OCEANSIDE NY 11572 SFD 7.625 7.359 $1,599.61 360 1-Feb-27
4638218 ORANGE CA 92867 SFD 8.125 7.859 $2,447.28 360 1-Jul-27
4638230 NAPERVILLE IL 60564 SFD 8.625 8.359 $1,813.03 360 1-Jul-27
4638233 ST LOUIS MO 63131 SFD 7.875 7.609 $1,769.17 360 1-Aug-27
4638245 PORTLAND OR 97225 SFD 8.000 7.734 $3,146.38 360 1-Aug-27
4638252 HIGHLAND PARK IL 60035 SFD 8.375 8.109 $1,854.58 360 1-Jul-27
4638260 SHERWOOD MD 21665 SFD 8.375 8.109 $1,672.16 360 1-Jun-27
4638265 STEVENSON RANCH AREA CA 91381 SFD 7.750 7.484 $1,666.02 360 1-Sep-27
4638317 BURKE VA 22015 SFD 8.500 8.234 $1,899.22 360 1-Sep-27
4638321 BROOKLINE MA 02146 MF2 8.625 8.359 $2,905.83 360 1-Jul-27
4638343 LA MIRADA CA 90638 SFD 7.875 7.609 $1,861.98 360 1-Aug-27
4638363 ENCINO CA 91436 SFD 7.875 7.609 $3,480.34 360 1-Sep-27
4638364 CUPERTINO CA 95014 SFD 7.875 7.609 $2,465.24 360 1-Aug-27
4638386 WOODINVILLE WA 98072 SFD 8.250 7.984 $1,427.41 360 1-Sep-27
4638456 STAYTON OR 97383 SFD 7.625 7.359 $1,738.70 360 1-Jul-27
4638469 CRESTED BUTTE CO 81224 LCO 8.000 7.734 $572.34 360 1-Sep-27
4638480 MISSION VIEJO CA 92692 PUD 8.250 7.984 $2,555.81 360 1-Oct-27
4638486 POINT LOOKOUT NY 11569 SFD 8.000 7.734 $1,761.03 360 1-Jul-27
4638496 MILLER PLACE NY 11764 SFD 8.125 7.859 $1,603.79 360 1-Jan-27
4638618 ROSLYN NY 11576 SFD 7.750 7.484 $1,791.03 360 1-Jul-27
4638641 HUNTINGTON NY 11743 SFD 8.250 7.984 $1,727.91 360 1-Feb-27
4638729 YORBA LINDA CA 92686 SFD 8.375 8.109 $1,679.76 360 1-Sep-27
4638745 WEST HOLLYWOOD CA 90048 SFD 8.250 7.984 $1,622.74 360 1-Oct-27
4638858 CEDAR CITY UT 84720 SFD 7.875 7.609 $2,115.03 360 1-Sep-27
4638869 WALNUT CREEK CA 94596 SFD 8.125 7.859 $1,845.85 360 1-Sep-27
4638935 DEVON PA 19333 SFD 8.000 7.734 $3,375.32 360 1-Aug-27
4639010 LOS ALTOS CA 94022 SFD 7.500 7.234 $4,195.29 360 1-Oct-27
4639079 BOZEMAN MT 59718 SFD 8.375 8.109 $574.62 360 1-Sep-27
4639196 NEW ROCHELLE NY 10804 SFD 8.250 7.984 $1,660.30 360 1-Oct-27
4639213 NEW MILFORD CT 06776 SFD 8.000 7.734 $1,262.08 360 1-Oct-27
4639279 BEDFORD MA 01730 SFD 8.375 8.109 $2,140.37 360 1-Jul-27
4639281 RAMONA CA 92065 SFD 8.125 7.859 $1,763.44 360 1-Jul-27
4639283 GRANITE BAY CA 95746 SFD 7.750 7.484 $1,788.17 360 1-Aug-27
4639284 FREMONT CA 94539 SFD 8.375 8.109 $2,417.04 360 1-Jul-27
4639287 CREVE COEUR MO 63141 SFD 8.125 7.859 $1,770.87 360 1-Jul-27
4639288 WOODINVILLE WA 98072 SFD 7.750 7.484 $2,385.66 360 1-Aug-27
4639292 EAST BERLIN PA 17316 SFD 8.375 8.109 $1,938.19 360 1-Aug-27
4639293 OWINGS MD 20736 SFD 8.500 8.234 $2,681.98 360 1-Jun-27
4639294 TORRANCE CA 90505 SFD 7.375 7.109 $1,581.65 360 1-Aug-27
4639295 FOOTHILL RANCH CA 92610 SFD 8.125 7.859 $1,900.80 360 1-Jul-27
4639299 LEBANON OR 97355 SFD 8.125 7.859 $1,852.53 360 1-Jul-27
4639302 WICHITA KS 67204 SFD 7.875 7.609 $1,740.17 360 1-Jul-27
4639303 SOUTHBOROUGH MA 01772 SFD 8.375 8.109 $2,733.23 360 1-Jul-27
4639304 DANVILLE CA 94526 SFD 7.750 7.484 $1,833.66 360 1-Aug-27
4639306 ENCINITAS CA 92024 SFD 8.125 7.859 $2,279.47 360 1-Aug-27
4639307 ST LOUIS MO 63141 SFD 7.875 7.609 $2,276.72 360 1-Aug-27
4639310 EL SEGUNDO CA 90245 SFD 7.625 7.359 $1,800.63 360 1-Aug-27
4639313 WOODINVILLE WA 98072 SFD 8.000 7.734 $2,650.36 360 1-Jul-27
4639319 PROVO UT 84604 SFD 7.875 7.609 $1,688.32 360 1-Aug-27
4639321 YORBA LINDA CA 92686 SFD 8.125 7.859 $2,041.87 360 1-Aug-27
4639326 ELDERSBURG MD 21784 SFD 7.625 7.359 $1,730.56 360 1-Aug-27
4639334 NEWPORT BEACH CA 92660 SFD 8.125 7.859 $3,712.49 360 1-Aug-27
4639343 NANJEMOY MD 20662 SFD 8.125 7.859 $1,655.77 360 1-Aug-27
4639353 READING PA 19606 SFD 7.500 7.234 $3,496.08 360 1-Jul-27
4639360 CUPERTINO CA 95014 SFD 8.500 8.234 $2,222.17 360 1-Jul-27
4639361 SALT LAKE CITY UT 84124 SFD 7.875 7.609 $2,145.48 360 1-Oct-27
4639363 REDWOOD CITY CA 94062 SFD 7.750 7.484 $1,748.05 360 1-Jul-27
4639364 IRVINE CA 92604 SFD 8.000 7.734 $1,974.57 360 1-Aug-27
4639369 LIVERMORE CA 94550 SFD 8.375 8.109 $1,912.35 360 1-Aug-27
4639375 SARATOGA CA 95070 SFD 8.375 8.109 $3,222.71 360 1-Aug-27
4639378 THE WOODLANDS TX 77381 SFD 7.875 7.609 $2,175.21 360 1-Aug-27
4639382 SPRING GROVE PA 17362 SFD 8.750 8.484 $2,218.50 360 1-Jul-27
4639383 CANTON OH 44718 SFD 8.125 7.859 $1,819.12 360 1-Jul-27
4639385 YORBA LINDA CA 92887 SFD 7.500 7.234 $2,027.73 360 1-Aug-27
4639400 HARRISONBURG VA 22801 SFD 8.000 7.734 $2,171.95 360 1-Aug-27
4639543 MOUNT VERNON WA 98273 SFD 7.500 7.234 $1,836.49 360 1-Sep-27
4639624 EAST HAMPTON NY 11937 SFD 8.250 7.984 $1,724.91 360 1-Oct-27
4639630 LEANDER TX 78641 SFD 7.875 7.609 $1,341.38 360 1-Oct-27
4639644 NASHUA NH 03062 SFD 8.250 7.984 $2,176.80 360 1-Oct-27
4639671 DUXBURY MA 02332 SFD 8.250 7.984 $2,629.43 360 1-Oct-27
4639725 CLARKSON VALLEY MO 63005 SFD 8.000 7.734 $1,834.41 360 1-Sep-27
4639768 MONTVALE NJ 07645 SFD 8.125 7.859 $1,841.40 360 1-Oct-27
4639774 BOWLING GREEN KY 42103 SFD 7.750 7.484 $2,091.93 360 1-Oct-27
4639790 STAMFORD CT 06902 SFD 8.125 7.859 $2,923.59 360 1-Oct-27
4639847 SEA CLIFF NY 11758 SFD 8.250 7.984 $1,791.78 360 1-Oct-27
4639884 GLEN COVE NY 11542 SFD 8.000 7.734 $1,467.53 360 1-Jan-27
4639898 GARDEN CITY NY 11530 SFD 8.000 7.734 $2,957.07 360 1-May-27
4639982 SPRINGFIELD OR 97478 SFD 8.000 7.734 $3,301.94 360 1-Oct-27
4640004 PLEASANTVILLE NY 10570 SFD 8.250 7.984 $2,396.55 360 1-Oct-27
4640321 BOULDER CO 80304 SFD 7.750 7.484 $1,791.04 360 1-Oct-27
4640326 CHARLESTON SC 29418 SFD 8.250 7.984 $390.66 360 1-Oct-27
4640363 MARIETTA GA 30062 SFD 7.875 7.609 $2,088.20 360 1-Sep-27
4640557 TREVOSE PA 19053 SFD 7.500 7.234 $776.97 360 1-Sep-27
4640765 SAN ANTONIO TX 78249 SFD 8.375 8.109 $789.34 360 1-Sep-27
4640814 TIMONIUM MD 21093 SFD 8.500 8.234 $2,921.88 360 1-Oct-27
4640839 SHERMAN OAKS CA 91403 LCO 8.250 7.984 $1,153.95 360 1-Oct-27
4640861 YORBA LINDA CA 92886 PUD 8.000 7.734 $1,567.33 360 1-Sep-27
4640992 OAKLAND CA 94611 SFD 7.625 7.359 $1,896.89 360 1-Oct-27
4641111 PLANDOME NY 11030 SFD 8.500 8.234 $2,306.74 360 1-Jun-27
4641131 SETAUKET NY 11733 SFD 8.125 7.859 $1,957.22 360 1-Feb-27
4641140 NISSEQUOGUE NY 11780 SFD 8.125 7.859 $3,593.69 360 1-Jul-27
4641310 OMAHA NE 68130 SFD 7.875 7.609 $1,043.37 360 1-Sep-27
4641400 ATLANTA GA 30095 SFD 8.125 7.859 $795.96 360 1-Sep-27
4641591 SAN JOSE CA 95128 SFD 7.625 7.359 $1,794.26 360 1-Oct-27
4641766 LONG BEACH CA 90814 SFD 8.250 7.984 $2,163.65 360 1-Sep-27
4641821 CINCINNATI OH 45208 SFD 7.625 7.359 $2,123.39 360 1-Oct-27
4641865 LEAWOOD KS 66209 SFD 8.375 8.109 $2,189.01 360 1-Sep-27
4641963 FREDERICK MD 21702 SFD 7.875 7.609 $2,158.54 360 1-Sep-27
4642017 DANVILLE CA 94506 PUD 8.125 7.859 $3,831.29 360 1-Oct-27
4642213 WILMINGTON DE 19803 SFD 7.625 7.359 $2,649.59 240 1-Oct-17
4642282 SAN DIEGO CA 92109 SFD 8.000 7.734 $3,654.15 360 1-Sep-27
4642728 SYRACUSE IN 46567 SFD 7.750 7.484 $1,611.93 360 1-Oct-27
4642837 DALLAS TX 75287 SFD 7.625 7.359 $1,656.24 360 1-Sep-27
4642851 EL CAJON CA 92019 SFD 8.375 8.109 $1,710.16 360 1-Sep-27
4642980 GLENDALE CA 91208 SFD 8.000 7.734 $2,212.31 360 1-Oct-27
4643204 KEY WEST FL 33040 SFD 7.875 7.609 $2,859.67 360 1-Aug-27
4643246 BROKEN ARROW OK 74012 SFD 7.750 7.484 $1,977.30 360 1-Oct-27
4643282 MELVILLE NY 11747 SFD 8.375 8.109 $1,839.38 360 1-Oct-27
4643393 MT AIRY MD 21771 SFD 7.125 6.859 $1,616.93 360 1-Sep-27
4643422 CHADDS FORD PA 19317 SFD 8.125 7.859 $2,227.50 360 1-Sep-27
4643596 HUNTINGTON NY 11743 SFD 7.875 7.609 $1,740.17 360 1-Oct-27
4643667 MELVILLE NY 11747 SFD 8.250 7.984 $2,122.33 360 1-Oct-27
4643751 LOS ALAMITOSAREA CA 90720 SFD 8.000 7.734 $2,054.55 360 1-Sep-27
4643804 SANDY UT 84092 SFD 7.875 7.609 $1,577.76 360 1-Oct-27
4643830 GARNERVILLE NY 10923 SFD 8.500 8.234 $1,272.56 360 1-Oct-27
4644469 PARK CITY UT 84060 SFD 7.875 7.609 $3,987.88 360 1-Oct-27
4644955 LAFAYETTE CA 94549 SFD 7.625 7.359 $2,095.78 360 1-Sep-27
4645077 LITITZ PA 17543 SFD 8.125 7.859 $2,015.14 360 1-Oct-27
4645340 LAGUNA NIGUEL CA 92677 SFD 8.000 7.734 $2,641.56 360 1-Oct-27
4645352 LOS ANGELES CA 90045 SFD 8.000 7.734 $1,526.24 360 1-Oct-27
4645507 KEY WEST FL 33040 LCO 8.625 8.359 $1,439.69 360 1-Oct-27
4645524 ATHENS-CLARKE GA 30605 SFD 7.875 7.609 $1,770.62 360 1-Aug-27
4645739 DIX HILLS NY 11746 SFD 7.875 7.609 $2,099.81 360 1-Oct-27
4645840 AUSTIN TX 78701 HCO 8.500 8.234 $778.53 360 1-Oct-27
4645858 NAGS HEAD NC 27959 SFD 8.500 8.234 $3,383.22 360 1-Oct-27
4645948 VANCOUVER WA 98664 SFD 8.625 8.359 $777.02 360 1-Oct-27
4645993 WOODLAND HILLS CA 91367 SFD 8.375 8.109 $1,864.08 360 1-Oct-27
4646069 HOT SPRINGS VILLAGE AR 71909 SFD 7.750 7.484 $1,576.11 360 1-Sep-27
4646095 LENOIR CITY TN 37771 SFD 7.750 7.484 $3,582.07 360 1-Oct-27
4646114 PHOENIX AZ 85045 SFD 7.875 7.609 $1,615.45 360 1-Oct-27
4646142 GOSHEN AR 72735 SFD 7.375 7.109 $2,707.45 360 1-Sep-27
4646171 VENICE FL 34293 SFD 8.500 8.234 $482.88 360 1-Oct-27
4646555 PORTLAND OR 97221 SFD 8.250 7.984 $2,211.73 360 1-Oct-27
4646570 CONYERS GA 30013 SFD 8.000 7.734 $436.59 360 1-Oct-27
4646616 BETHESDA MD 20816 SFD 8.000 7.734 $3,191.88 360 1-Aug-27
4646617 BALTIMORE MD 21210 SFD 8.000 7.734 $2,260.00 360 1-Aug-27
4646625 MISSION VIEJO CA 92692 SFD 7.625 7.359 $1,670.40 360 1-Aug-27
4646628 SAN JOSE CA 95129 SFD 8.125 7.859 $1,724.08 360 1-Sep-27
4646629 PROSPECT KY 40059 SFD 8.125 7.859 $1,764.17 360 1-Jul-27
4646630 DAYTON OH 45419 SFD 8.125 7.859 $2,197.79 360 1-Aug-27
4646632 MOORESTOWN NJ 08057 SFD 7.750 7.484 $1,583.27 360 1-Aug-27
4646633 JAMAICA PLAIN MA 02130 MF2 8.000 7.734 $2,344.38 360 1-Sep-27
4646635 NORTH ANDOVER MA 01845 SFD 7.750 7.484 $1,748.05 360 1-Aug-27
4646636 SAN FRANCISCO CA 94118 THS 8.000 7.734 $1,669.32 360 1-Sep-27
4646640 CHRISTIANSBURG VA 24073 SFD 7.500 7.234 $1,922.84 360 1-Sep-27
4646641 SAN RAMON CA 94583 SFD 7.875 7.609 $1,806.88 360 1-Aug-27
4646670 SAN JOSE CA 95120 SFD 7.500 7.234 $2,272.45 360 1-Sep-27
4646681 ALPINE UT 84004 SFD 7.875 7.609 $2,175.21 360 1-Aug-27
4646686 BLACKSBURG VA 24060 SFD 7.750 7.484 $1,748.05 360 1-Sep-27
4646687 REDWOOD CITY CA 94061 SFD 7.875 7.609 $2,291.22 360 1-Sep-27
4646694 COROLLA NC 27927 SFD 8.125 7.859 $1,856.25 360 1-Sep-27
4646696 BEVERLY HILLS CA 90212 SFD 8.000 7.734 $2,260.00 360 1-Sep-27
4646701 BREWSTER MA 02631 SFD 7.625 7.359 $1,905.39 360 1-Aug-27
4646711 LAKE OZARK MO 65049 SFD 8.250 7.984 $3,545.98 360 1-Jul-27
4646786 VACAVILLE CA 95688 SFD 8.250 7.984 $1,048.02 360 1-Oct-27
4646966 DELRAY BEACH FL 33446 SFD 8.250 7.984 $878.61 360 1-Oct-27
4647257 HOUSTON TX 77030 SFD 7.500 7.234 $2,106.04 360 1-Aug-27
4647261 ALPHARETTA GA 30202 SFD 7.875 7.609 $2,337.63 360 1-Aug-27
4647271 FOUNTAIN VALLEY CA 92708 SFD 7.750 7.484 $1,856.95 360 1-Sep-27
4647273 OCEANSIDE OR 97134 SFD 7.750 7.484 $1,862.67 360 1-Aug-27
4647289 HOLLISTON MA 01746 SFD 7.625 7.359 $1,730.56 360 1-Aug-27
4647299 WICHITA KS 67230 SFD 8.250 7.984 $3,080.19 360 1-Aug-27
4647305 PLEASANTON CA 94588 SFD 7.875 7.609 $1,964.94 360 1-Aug-27
4647362 NEWTON MA 02160 SFD 7.500 7.234 $1,887.88 360 1-Sep-27
4647372 WEATHERBY LAKE MO 64152 SFD 7.875 7.609 $1,848.93 360 1-Aug-27
4647374 THOUSAND OAKS CA 91362 SFD 7.750 7.484 $1,934.32 360 1-Aug-27
4647387 WINCHESTER MA 01890 SFD 7.500 7.234 $1,868.31 360 1-Sep-27
4647777 MANHASSET HILLS NY 11040 SFD 8.500 8.234 $2,768.09 360 1-Oct-27
4647802 TIGARD OR 97224 SFD 8.125 7.859 $1,707.75 360 1-Oct-27
4647891 SOUTHAMPTON NY 11968 SFD 7.875 7.609 $1,790.93 360 1-Oct-27
4647919 FALLS CHURCH VA 22041 SFD 8.250 7.984 $2,069.74 360 1-Oct-27
4647953 LONG BEACH NJ 08008 SFD 8.750 8.484 $2,832.13 360 1-Mar-27
4647994 IRVINE CA 92612 PUD 8.000 7.734 $1,649.51 360 1-Sep-27
4648005 ENCINITAS CA 92024 SFD 8.250 7.984 $2,081.76 360 1-Sep-27
4648192 SAN FRANCISCO CA 94132 SFD 7.750 7.484 $2,342.67 360 1-Sep-27
4648651 SAN JOSE CA 95120 SFD 7.375 7.109 $2,900.84 360 1-Oct-27
4648719 TACOMA WA 98422 SFD 7.875 7.609 $1,774.61 360 1-Sep-27
4648729 TAYORSVILLE UT 84118 SFD 8.375 8.109 $1,108.76 360 1-Sep-27
4649198 KIRKLAND WA 98033 SFD 7.375 7.109 $2,071.68 360 1-Oct-27
4649494 ANDOVER MN 55304 SFD 7.750 7.484 $1,891.33 360 1-Oct-27
4649791 HAYDEN LAKE ID 83835 SFD 7.625 7.359 $1,592.54 360 1-Oct-27
4650432 FAIRFAX VA 22030 THS 7.500 7.234 $1,762.03 360 1-Oct-27
4650815 RICHMOND HILL GA 31324 SFD 8.000 7.734 $857.78 360 1-Oct-27
4651029 SAN DIEGO CA 92120 SFD 7.750 7.484 $2,572.64 360 1-Sep-27
4651232 DIX HILLS NY 11746 SFD 7.875 7.609 $2,936.53 360 1-Oct-27
6254502 LAS VEGAS NV 89134 SFD 7.625 7.359 $1,693.40 360 1-Sep-27
6286286 COLLIERVILLE TN 38017 SFD 7.625 7.359 $1,678.53 360 1-Aug-27
6320010 RALEIGH NC 27606 SFD 7.875 7.609 $1,805.42 360 1-Jul-27
6325791 SAN FRANCISCO CA 94127 SFD 7.625 7.359 $1,677.47 360 1-Sep-27
6330193 FALLBROOK CA 92028 SFD 7.875 7.609 $1,744.52 360 1-Aug-27
6331771 DAYTON OH 45458 SFD 8.125 7.859 $1,704.03 360 1-Sep-27
6349806 SUWANEE GA 30174 SFD 8.000 7.734 $1,788.37 360 1-Sep-27
6353653 DULUTH GA 30155 SFD 7.750 7.484 $2,229.30 360 1-Sep-27
6362710 LOUISVILLE KY 40245 SFD 7.750 7.484 $1,626.61 360 1-Aug-27
6369670 SAN JOSE CA 95130 SFD 7.750 7.484 $1,927.87 360 1-Oct-27
6370816 CHEVY CHASE MD 20815 SFD 7.250 6.984 $2,029.47 360 1-Aug-27
6376153 SANTA BARBARA CA 93110 PUD 7.750 7.484 $2,292.52 360 1-Aug-27
6377573 ALPHARETTA GA 30202 PUD 8.250 7.984 $1,768.59 360 1-Sep-27
6388905 LAKE OSWEGO OR 97035 SFD 7.875 7.609 $6,525.62 360 1-Sep-27
6390142 LOS ANGELES CA 90071 SFD 7.500 7.234 $5,244.11 360 1-Aug-27
6396027 MINNEAPOLIS MN 55416 SFD 7.750 7.484 $1,921.42 360 1-Aug-27
6398761 LOVELAND CO 80538 SFD 7.750 7.484 $1,690.73 360 1-Aug-27
6401916 LOS GATOS CA 95030 SFD 8.250 7.984 $2,356.35 360 1-Sep-27
6402249 GOLDEN CO 80401 PUD 7.750 7.484 $1,647.75 360 1-Sep-27
6402787 STEAMBOAT CO 80477 PUD 8.000 7.734 $1,964.65 360 1-Aug-27
6404662 SAN FRANCISCO CA 94131 SFD 7.625 7.359 $3,012.37 360 1-Sep-27
6406532 WALNUT CREEK CA 94598 SFD 8.000 7.734 $2,136.14 360 1-Aug-27
6409723 DESCANSO CA 91916 SFD 8.000 7.734 $1,624.55 360 1-Sep-27
6411116 OMAHA NE 68116 SFD 7.875 7.609 $2,001.19 360 1-Aug-27
6411580 BRICK NJ 08724 SFD 7.750 7.484 $788.05 360 1-Sep-27
6416488 NEWTON MA 02158 SFD 7.750 7.484 $1,647.75 360 1-Aug-27
6417160 SAN DIEGO CA 92130 SFD 7.875 7.609 $2,071.70 240 1-Aug-17
6418117 SAN DIEGO CA 92131 SFD 8.000 7.734 $2,127.92 360 1-Jul-27
6418517 PHOENIX AZ 85023 SFD 7.875 7.609 $3,190.31 360 1-Sep-27
6423670 OCEAN CITY NJ 08226 SFD 8.000 7.734 $3,668.82 360 1-Sep-27
6424243 PARK CITY UT 84060 LCO 8.000 7.734 $629.20 360 1-Aug-27
6429445 ANNAPOLIS MD 21403 SFD 8.500 8.234 $2,044.58 360 1-Sep-27
6430082 SCARSDALE NY 10583 SFD 7.750 7.484 $2,041.77 360 1-Aug-27
6430628 MISSION VIEJO CA 92690 SFD 7.875 7.609 $2,552.24 360 1-Aug-27
6430726 CORONADO CA 92118 SFD 7.750 7.484 $2,111.98 360 1-Aug-27
6430780 LONGMONT CO 80503 SFD 7.750 7.484 $2,256.70 360 1-Sep-27
6430884 DENVER CO 80210 SFD 7.750 7.484 $1,432.82 360 1-Sep-27
6431216 SAN DIEGO CA 92130 PUD 7.875 7.609 $2,163.61 360 1-Aug-27
6431467 GERMANTOWN MD 20876 PUD 7.750 7.484 $1,633.42 360 1-Aug-27
6431740 PARK RIDGE IL 60068 SFD 7.000 6.734 $1,663.26 360 1-Sep-27
6431759 WILLIAMSBURG MI 49690 SFD 8.375 8.109 $1,945.78 360 1-Aug-27
6432007 SAN DIEGO CA 92107 SFD 7.875 7.609 $3,346.92 360 1-Sep-27
6432222 HEALDSBURG CA 95448 SFD 7.750 7.484 $1,719.39 360 1-Aug-27
6432817 CALABASAS CA 91301 SFD 7.625 7.359 $2,052.60 360 1-Sep-27
6432970 WICHITA KS 67002 SFD 7.625 7.359 $1,663.32 360 1-Aug-27
6433077 PORTLAND OR 97202 SFD 8.250 7.984 $1,736.93 360 1-Aug-27
6433184 AREA OF TARZANA CA 91356 SFD 7.500 7.234 $1,786.84 360 1-Sep-27
6433439 CHINO HILLS CA 91709 SFD 8.250 7.984 $1,773.36 360 1-Aug-27
6433823 PETALUMA CA 94952 SFD 7.375 7.109 $1,602.37 360 1-Sep-27
6433902 BILLINGS MT 59106 SFD 7.875 7.609 $2,378.23 360 1-Sep-27
6433961 LAKEVILLE MN 55044 SFD 8.125 7.859 $1,128.60 360 1-Aug-27
6434037 GILROY CA 95020 SFD 7.875 7.609 $1,879.38 360 1-Sep-27
6434654 MARGATE NJ 08402 SFD 8.500 8.234 $1,084.17 360 1-Aug-27
6435080 CLAYTON CA 94517 SFD 7.875 7.609 $2,283.97 360 1-Sep-27
6435208 SANTA CLARITA CA 91351 PUD 7.750 7.484 $1,571.09 360 1-Aug-27
6435986 GERMANTOWN MD 20874 SFD 7.375 7.109 $1,768.13 360 1-Aug-27
6436022 FAIRFAX VA 22031 SFD 7.750 7.484 $1,623.39 360 1-Sep-27
6436200 SUDBURY MA 01776 SFD 7.500 7.234 $2,721.88 360 1-Sep-27
6436333 ATLANTA GA 30305 SFD 8.125 7.859 $1,724.08 360 1-Aug-27
6436761 BRECKENRIDGE CO 80424 SFD 7.875 7.609 $3,022.09 360 1-Aug-27
6437050 CHARLOTTE NC 28277 SFD 7.750 7.484 $1,970.13 360 1-Sep-27
6437281 CHINO HILLS CA 91709 SFD 8.125 7.859 $1,688.44 360 1-Aug-27
6437377 SUMMIT NJ 07901 SFD 8.125 7.859 $1,921.21 360 1-Oct-27
6437619 POTOMAC MD 20854 SFD 7.500 7.234 $1,801.18 360 1-Sep-27
6438327 SO BARRINGTON IL 60010 SFD 8.125 7.859 $2,858.61 360 1-Sep-27
6438408 PROSPECT HEIGHTS IL 60070 SFD 8.250 7.984 $1,656.54 360 1-Aug-27
6438714 CARLSBAD CA 92009 SFD 7.750 7.484 $1,954.01 360 1-Sep-27
6438781 ASPEN CO 81611 SFD 7.750 7.484 $2,364.16 360 1-Aug-27
6439146 STAMFORD CT 06902 SFD 8.125 7.859 $1,893.37 360 1-Aug-27
6439439 STERLING MA 01564 SFD 8.375 8.109 $1,915.38 360 1-Sep-27
6440099 OCEAN CITY NJ 08226 SFD 8.125 7.859 $2,272.04 360 1-Aug-27
6440319 THOUSAND OAKS CA 91362 SFD 7.750 7.484 $1,647.75 360 1-Aug-27
6440405 OXNARD CA 93030 SFD 7.750 7.484 $1,547.45 360 1-Aug-27
6440447 TAMPA FL 33647 PUD 7.750 7.484 $1,701.55 360 1-Sep-27
6440685 ARLINGTON VA 22207 SFD 7.625 7.359 $2,040.75 360 1-Sep-27
6441155 ENGLEWOOD CO 80111 SFD 7.875 7.609 $2,310.07 360 1-Sep-27
6441220 SOLONA BEACH CA 92075 SFD 7.875 7.609 $2,175.21 360 1-Aug-27
6441355 BRECKENRIDGE CO 80424 PUD 7.875 7.609 $1,954.79 360 1-Sep-27
6441528 WASHINGTON DC 20007 SFD 7.500 7.234 $1,770.41 360 1-Sep-27
6441547 FAIRFAX STATION VA 22039 SFD 7.250 6.984 $2,046.53 360 1-Aug-27
6441639 FREMONT CA 94536 SFD 7.500 7.234 $2,565.84 360 1-Sep-27
6442114 STEAMBOAT SPRINGS CO 80477 SFD 7.875 7.609 $2,001.19 360 1-Sep-27
6442241 SUNNYVALE CA 94086 SFD 8.125 7.859 $1,930.49 360 1-Sep-27
6443098 BASKING RIDGE NJ 07931 SFD 7.750 7.484 $4,298.47 360 1-Sep-27
6443101 MINNETONKA MN 55305 SFD 8.000 7.734 $1,916.26 360 1-Sep-27
6443117 SAN JUAN CAPISTRANO CA 92675 SFD 8.125 7.859 $2,821.49 360 1-Aug-27
6443194 BIRMINGHAM AL 35216 SFD 7.750 7.484 $2,273.39 360 1-Aug-27
6443757 ERIE PA 16508 SFD 7.500 7.234 $2,111.63 360 1-Sep-27
6444161 LOS ANGELES CA 91436 SFD 7.750 7.484 $1,776.70 360 1-Aug-27
6445073 SOUTH OGDEN UT 84403 SFD 7.750 7.484 $1,628.05 360 1-Aug-27
6445087 CLAREMONT CA 91711 SFD 8.000 7.734 $1,907.79 360 1-Aug-27
6445214 FRIDAY HARBOR WA 98250 SFD 8.000 7.734 $2,458.11 360 1-Aug-27
6445301 JACKSON TN 38305 SFD 8.000 7.734 $587.01 360 1-Aug-27
6445310 BONITA CA 91902 SFD 7.875 7.609 $1,682.16 360 1-Sep-27
6445313 ALEXANDRIA VA 22307 PUD 7.250 6.984 $1,500.79 360 1-Aug-27
6445904 ENGLEWOOD CO 80111 SFD 7.750 7.484 $2,401.41 360 1-Sep-27
6445947 SAN DIEGO CA 92130 SFD 7.750 7.484 $3,324.15 360 1-Sep-27
6446162 CHANDLER AZ 85226 SFD 8.000 7.734 $901.80 360 1-Sep-27
6446354 YORK ME 03909 SFD 8.250 7.984 $1,803.04 360 1-Sep-27
6446598 SUPERIOR CO 80027 PUD 7.875 7.609 $1,892.43 360 1-Aug-27
6446779 LA QUINTA CA 92253 SFD 7.875 7.609 $3,196.11 360 1-Sep-27
6446995 SAN JOSE CA 95138 SFD 7.750 7.484 $2,148.52 360 1-Aug-27
6447169 PHOENIX AZ 85016 SFD 7.625 7.359 $1,613.77 360 1-Sep-27
6447307 ALPINE CA 91901 SFD 7.625 7.359 $2,436.58 360 1-Aug-27
6448040 WEST LINN OR 97068 SFD 7.625 7.359 $2,916.11 360 1-Sep-27
6448132 NEWBURY PARK CA 91320 SFD 8.250 7.984 $2,367.24 360 1-Sep-27
6448616 BELLINGHAM WA 98226 SFD 7.500 7.234 $2,334.68 360 1-Sep-27
6450017 FOUNTAIN VALLEY CA 92708 SFD 7.875 7.609 $1,618.72 360 1-Sep-27
6450106 MORRISTOWN TN 37814 SFD 7.625 7.359 $1,698.70 360 1-Sep-27
6450200 LA QUINTA CA 92253 SFD 7.875 7.609 $1,087.60 360 1-Sep-27
6452241 OCEAN TWP NJ 07712 SFD 7.625 7.359 $460.07 360 1-Sep-27
6452541 OXNARD CA 93035 SFD 7.750 7.484 $1,934.31 360 1-Sep-27
6452815 MISSION VIEJO CA 92692 PUD 7.500 7.234 $1,758.17 360 1-Sep-27
6452824 ENGLEWOOD CO 80111 SFD 7.500 7.234 $1,922.84 360 1-Sep-27
6452898 EDEN PRAIRIE MN 55347 SFD 8.000 7.734 $3,111.16 360 1-Sep-27
6453000 ANNANDALE VA 22003 SFD 8.125 7.859 $2,394.55 360 1-Sep-27
6453090 CORONADO CA 92118 SFD 8.000 7.734 $2,935.06 360 1-Sep-27
6453287 RANDOLPH NJ 07869 SFD 7.875 7.609 $2,050.50 360 1-Sep-27
6453423 SAUGUS CA 91350 SFD 8.000 7.734 $1,934.94 360 1-Sep-27
6453449 WILMINGTON DE 19803 SFD 7.875 7.609 $2,320.22 360 1-Sep-27
6454341 AURORA CO 80014 SFD 7.875 7.609 $1,621.98 360 1-Aug-27
6455208 BASALT CO 81621 SFD 8.000 7.734 $1,956.22 360 1-Sep-27
6455274 DENVER CO 80220 SFD 8.125 7.859 $2,294.69 360 1-Sep-27
6455983 ANAHEIM CA 92808 SFD 7.625 7.359 $2,492.85 360 1-Sep-27
6456043 ROSWELL GA 30076 SFD 7.750 7.484 $1,912.82 360 1-Sep-27
6456290 EDWARDSVILLE IL 62025 PUD 7.875 7.609 $3,103.30 360 1-Aug-27
6456699 MISSION VIEJO CA 92692 SFD 7.625 7.359 $2,434.81 360 1-Sep-27
6456828 TACOMA WA 98403 HCO 8.000 7.734 $1,386.82 360 1-Sep-27
6456839 WEST NEWTON MA 02165 SFD 8.125 7.859 $1,737.44 360 1-Sep-27
6456873 MEDFORD MA 02155 SFD 8.125 7.859 $1,829.51 360 1-Sep-27
6457077 CONIFER CO 80443 SFD 7.750 7.484 $1,611.93 360 1-Sep-27
6457201 STOWE VT 05672 SFD 7.250 6.984 $1,671.33 360 1-Sep-27
6457444 SAN DIEGO CA 92130 SFD 7.875 7.609 $2,407.23 360 1-Sep-27
6457800 HOUSTON TX 77056 SFD 7.875 7.609 $2,024.39 360 1-Sep-27
6457930 OMAHA NE 68116 SFD 7.750 7.484 $2,192.22 360 1-Sep-27
6458515 SAN JOSE CA 95138 SFD 7.750 7.484 $1,862.67 360 1-Sep-27
6459201 SAN DIEGO CA 92128 SFD 8.000 7.734 $3,345.97 360 1-Sep-27
6459487 ORANGE CA 92867 SFD 7.500 7.234 $1,713.08 360 1-Sep-27
6459683 CONIFER CO 80433 SFD 7.875 7.609 $2,193.26 360 1-Aug-27
6459809 ASHTON MD 20861 SFD 7.750 7.484 $1,816.82 360 1-Sep-27
6460141 SANTA ANA CA 92705 SFD 7.875 7.609 $3,654.35 360 1-Sep-27
6460142 ARLINGTON HEIGHTS IL 60004 SFD 8.250 7.984 $2,028.42 360 1-Sep-27
6460476 SAN JUAN CAPISTRA CA 92675 SFD 7.875 7.609 $2,791.88 360 1-Aug-27
6460494 LEESBURG VA 20175 SFD 7.625 7.359 $1,722.77 360 1-Sep-27
6461033 SAN JOSE CA 95132 SFD 8.000 7.734 $2,003.91 360 1-Sep-27
6462088 FREMONT CA 94539 PUD 8.125 7.859 $2,209.67 360 1-Sep-27
6462173 FORT COLLINS CO 80526 SFD 8.500 8.234 $1,931.36 360 1-Sep-27
6462829 ROWLAND HEIGHTS CA 91748 SFD 7.750 7.484 $2,063.27 360 1-Sep-27
6462941 CORONADO CA 92118 HCO 8.250 7.984 $2,392.03 360 1-Sep-27
6463773 CLIVE IA 50325 SFD 7.875 7.609 $2,087.62 360 1-Sep-27
6464102 KELLER TX 76248 SFD 7.875 7.609 $1,859.80 360 1-Sep-27
6465059 SAN DIEGO CA 92106 SFD 7.875 7.609 $4,096.64 360 1-Sep-27
6465562 FREMONT CA 94536 SFD 7.625 7.359 $2,457.11 360 1-Sep-27
6465599 CHAPEL HILL NC 27516 SFD 8.000 7.734 $1,724.35 360 1-Sep-27
6466549 CHINO HILLS CA 91719 SFD 7.625 7.359 $1,750.73 360 1-Sep-27
6466752 COVINA AREA CA 91724 SFD 7.750 7.484 $2,173.24 360 1-Sep-27
6466984 FLOWER MOUND TX 75028 SFD 7.750 7.484 $1,563.05 360 1-Sep-27
6467036 MINNETONKA MN 55305 SFD 7.750 7.484 $2,070.79 360 1-Sep-27
6467233 CORONADO CA 92118 SFD 7.875 7.609 $5,302.07 360 1-Sep-27
6467818 FREMONT CA 94536 SFD 7.750 7.484 $2,367.74 360 1-Sep-27
6467868 PASO ROBLES CA 93446 SFD 8.000 7.734 $1,188.70 360 1-Sep-27
6467882 SALT LAKE CITY UT 84121 SFD 7.875 7.609 $1,631.41 360 1-Sep-27
6467937 CAMARILLO CA 93012 SFD 7.500 7.234 $2,447.25 360 1-Sep-27
6468036 BIG LAKE MN 55309 SFD 7.500 7.234 $1,810.97 360 1-Sep-27
6468432 HOFFMAN ESTATES IL 60195 SFD 8.000 7.734 $1,783.05 360 1-Sep-27
6468511 WASHINGTON DC 20009 SFD 7.750 7.484 $2,579.08 360 1-Sep-27
6468530 GAITHERSBURG MD 20879 SFD 7.500 7.234 $2,097.64 360 1-Sep-27
6469359 SANTA CRUZ CA 95060 SFD 8.000 7.734 $3,008.43 360 1-Sep-27
6469536 LIVERMORE CA 94550 SFD 7.375 7.109 $2,624.57 360 1-Sep-27
6470105 PORTLAND OR 97201 SFD 7.875 7.609 $2,117.20 360 1-Sep-27
6470162 YORBA LINDA CA 92886 SFD 7.625 7.359 $2,123.38 360 1-Sep-27
6470626 AVALON NJ 08202 SFD 7.500 7.234 $1,957.80 360 1-Sep-27
6470821 BETHESDA MD 20814 SFD 7.625 7.359 $1,840.26 360 1-Sep-27
6471729 OREM UT 84057 SFD 8.000 7.734 $1,207.04 360 1-Sep-27
6471902 MONUMENT CO 80132 SFD 7.875 7.609 $1,716.96 360 1-Sep-27
6471952 PARKER CO 80134 SFD 8.625 8.359 $1,737.82 360 1-Sep-27
6472280 CORONADO CA 92118 LCO 8.000 7.734 $1,937.14 360 1-Sep-27
6472390 RENO NV 89511 SFD 7.750 7.484 $1,837.60 360 1-Sep-27
6472733 PLYMOUTH MN 55446 SFD 7.875 7.609 $2,107.05 360 1-Sep-27
6473146 BILLINGS MT 59106 SFD 7.750 7.484 $2,865.65 360 1-Sep-27
6473271 MAMMOTH LAKES CA 93546 LCO 8.500 8.234 $686.26 360 1-Sep-27
6473322 ROLLING HILLS CA 90274 SFD 8.000 7.734 $2,714.93 360 1-Sep-27
6474248 FREMONT CA 94538 SFD 8.125 7.859 $1,692.89 360 1-Sep-27
6474397 PARADISE VALLEY AZ 85253 SFD 8.250 7.984 $3,425.78 360 1-Sep-27
6474800 OCEAN CITY NJ 08226 LCO 8.000 7.734 $2,348.05 360 1-Sep-27
6475314 KIRKLAND WA 98033 SFD 7.875 7.609 $1,729.29 360 1-Sep-27
6475559 PARKER CO 80134 SFD 8.000 7.734 $1,188.70 360 1-Sep-27
6475791 PLEASANTON CA 94566 SFD 7.500 7.234 $1,996.96 360 1-Sep-27
6477013 LAS VEGAS NV 89120 PUD 8.125 7.859 $3,430.34 360 1-Sep-27
6478557 BOULDER CO 80302 SFD 7.500 7.234 $3,598.72 360 1-Sep-27
6478664 MINNETONKA MN 55345 SFD 7.875 7.609 $1,796.72 360 1-Sep-27
6478966 SIMI VALLEY CA 93065 SFD 7.750 7.484 $1,759.51 360 1-Sep-27
6479009 MINNEAPOLIS MN 55405 SFD 7.875 7.609 $3,625.35 360 1-Sep-27
6479390 DUMONT NJ 07628 LCO 8.625 8.359 $381.12 360 1-Sep-27
6480072 LEXINGTON MA 02173 SFD 8.000 7.734 $3,301.94 360 1-Sep-27
6481288 DELANO MN 55328 SFD 8.125 7.859 $2,167.35 360 1-Sep-27
6482845 SMYRNA GA 30126 PUD 7.875 7.609 $2,182.10 360 1-Sep-27
6485807 VAIL CO 81657 SFD 8.000 7.734 $1,834.41 360 1-Sep-27
6486409 FREMONT CA 94539 SFD 8.000 7.734 $2,039.87 360 1-Sep-27
6489829 GARDNERVILLE NV 89410 SFD 7.875 7.609 $2,356.48 360 1-Oct-27
6489912 ALTON NH 03809 SFD 7.500 7.234 $1,817.96 360 1-Sep-27
6491276 ENCINO AREA CA 91436 SFD 7.875 7.609 $1,957.69 360 1-Sep-27
6492239 SAN JOSE CA 95148 SFD 7.750 7.484 $2,023.86 360 1-Sep-27
6493671 EDEN PRAIRIE MN 55347 SFD 7.750 7.484 $3,202.36 360 1-Sep-27
6494539 IRVINE CA 92606 SFD 7.875 7.609 $1,893.16 360 1-Sep-27
6495737 MENDOTA HEIGHTS MN 55118 SFD 8.125 7.859 $2,489.00 360 1-Sep-27
6496990 SAN JOSE CA 95138 SFD 8.000 7.734 $3,081.81 360 1-Oct-27
6497477 CRESTVIEW HILLS KY 41017 PUD 8.000 7.734 $2,149.93 360 1-Oct-27
6498352 SAN DIEGO CA 92130 SFD 8.000 7.734 $2,366.39 360 1-Oct-27
6505933 WATERFORD TWP NJ 08004 PUD 8.000 7.734 $410.91 360 1-Oct-27
</TABLE>
COUNT: 783
WAC: 7.948625969
WAM: 357.8704394
WALTV: 76.43769695
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE
------ ------- --- ------- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C>
3585487 $174,658.73 80.00 0.250 0.016
4488040 $247,530.54 80.00 0.250 0.016
4509818 $224,438.91 70.00 0.250 0.016
4532267 $273,602.10 79.88 0.250 0.016
4534661 $120,442.62 80.00 0.250 0.016
4536069 $246,087.16 75.00 0.250 0.016
4540376 $350,340.91 90.00 01 0.250 0.016
4545452 $914,080.37 65.00 0.250 0.016
4552821 $271,817.49 80.00 0.250 0.016
4553140 $354,609.62 63.41 0.250 0.016
4557854 $48,429.04 75.00 0.250 0.016
4557931 $368,947.52 79.57 0.250 0.016
4564300 $286,700.00 39.54 0.250 0.016
4565624 $376,472.28 79.67 0.250 0.016
4569730 $240,895.18 94.98 13 0.250 0.016
4569751 $180,550.32 76.67 0.250 0.016
4570407 $278,348.15 80.00 0.250 0.016
4571431 $999,378.45 54.05 0.250 0.016
4575909 $289,624.25 72.50 0.250 0.016
4576353 $249,819.05 53.19 0.250 0.016
4577528 $236,532.94 95.00 06 0.250 0.016
4577824 $499,647.11 74.63 0.250 0.016
4578129 $239,513.66 75.00 0.250 0.016
4579140 $260,650.00 77.81 0.250 0.016
4580457 $124,716.55 55.56 0.250 0.016
4581715 $458,784.09 79.58 0.250 0.016
4582593 $336,000.00 80.00 0.250 0.016
4583539 $299,392.07 78.76 0.250 0.016
4583582 $288,661.06 79.80 0.250 0.016
4584794 $239,576.48 90.00 11 0.250 0.016
4586337 $349,759.14 60.06 0.250 0.016
4589378 $228,854.68 58.23 0.250 0.016
4589599 $259,042.58 81.76 0.250 0.016
4590418 $229,915.66 89.98 13 0.250 0.016
4591101 $461,401.47 85.00 01 0.250 0.016
4591686 $271,460.94 90.00 06 0.250 0.016
4591878 $227,035.56 95.00 01 0.250 0.016
4592665 $285,000.00 60.64 0.250 0.016
4594848 $283,328.25 90.00 06 0.250 0.016
4594939 $235,299.86 94.99 06 0.250 0.016
4595636 $360,000.00 89.41 0.250 0.016
4597057 $394,728.16 73.13 0.250 0.016
4597971 $242,000.00 78.19 0.250 0.016
4599148 $286,992.13 80.00 0.250 0.016
4599206 $239,722.03 95.00 11 0.250 0.016
4599240 $313,148.75 56.68 0.250 0.016
4599364 $323,782.60 90.00 06 0.250 0.016
4599561 $147,903.18 80.00 0.250 0.016
4599585 $415,425.54 80.00 0.250 0.016
4600278 $279,259.86 80.00 0.250 0.016
4600745 $119,049.37 74.95 0.250 0.016
4601129 $270,988.43 80.00 0.250 0.016
4601304 $110,608.80 80.00 0.250 0.016
4601378 $249,840.58 69.44 0.250 0.016
4601392 $235,645.75 90.00 0.250 0.016
4601728 $239,680.72 76.04 0.250 0.016
4602114 $365,600.00 80.00 0.250 0.016
4602680 $309,402.87 61.26 0.250 0.016
4604217 $239,247.34 90.00 11 0.250 0.016
4604458 $226,847.69 94.98 11 0.250 0.016
4604496 $395,734.29 80.00 0.250 0.016
4604574 $299,782.86 59.06 0.250 0.016
4605018 $349,325.82 79.55 0.250 0.016
4605383 $304,000.00 80.00 0.250 0.016
4605433 $347,169.26 80.00 0.250 0.016
4605677 $229,468.30 92.00 06 0.250 0.016
4606028 $287,399.42 89.99 0.250 0.016
4606049 $106,605.37 80.00 0.250 0.016
4606263 $352,512.53 79.33 0.250 0.016
4607238 $148,000.00 80.00 0.250 0.016
4607918 $90,824.69 70.00 0.250 0.016
4608143 $213,863.54 79.55 0.250 0.016
4608189 $376,491.71 80.00 0.250 0.016
4608551 $249,440.84 78.78 0.250 0.016
4608629 $299,527.58 90.00 11 0.250 0.016
4608651 $227,834.98 80.00 0.250 0.016
4608989 $360,850.00 76.45 0.250 0.016
4609147 $229,069.05 90.00 0.250 0.016
4609487 $331,120.58 76.32 0.250 0.016
4609925 $223,124.84 95.00 0.250 0.016
4610018 $223,451.40 84.21 01 0.250 0.016
4610064 $225,402.60 80.00 0.250 0.016
4610268 $239,834.83 68.18 0.250 0.016
4610842 $224,544.06 90.00 06 0.250 0.016
4610940 $287,612.23 80.00 0.250 0.016
4611073 $303,196.47 80.00 0.250 0.016
4611525 $248,864.45 73.29 0.250 0.016
4611605 $226,248.09 80.00 0.250 0.016
4611630 $95,000.00 71.43 0.250 0.016
4611814 $262,823.52 78.51 0.250 0.016
4612015 $223,668.35 90.00 11 0.250 0.016
4612268 $124,210.37 75.00 0.250 0.016
4612314 $252,646.85 79.99 0.250 0.016
4612324 $43,445.73 59.18 0.250 0.016
4612337 $386,733.67 90.00 01 0.250 0.016
4612757 $349,771.05 78.83 0.250 0.016
4612900 $237,945.10 90.00 01 0.250 0.016
4613123 $239,834.83 75.12 0.250 0.016
4613137 $270,803.01 85.00 06 0.250 0.016
4613138 $300,000.00 64.81 0.250 0.016
4613264 $227,366.15 80.00 0.250 0.016
4613408 $259,816.49 72.22 0.250 0.016
4613536 $58,000.00 80.00 0.250 0.016
4613651 $217,589.83 89.94 01 0.250 0.016
4613951 $229,371.87 86.79 01 0.250 0.016
4614311 $231,679.63 80.00 0.250 0.016
4614397 $274,643.12 88.85 06 0.250 0.016
4614428 $379,745.03 62.81 0.250 0.016
4614460 $299,246.28 80.00 0.250 0.016
4614577 $284,451.04 95.00 06 0.250 0.016
4614914 $229,997.68 86.91 01 0.250 0.016
4615138 $219,638.53 79.59 0.250 0.016
4615236 $174,879.56 50.00 0.250 0.016
4615447 $320,771.22 79.41 0.250 0.016
4615618 $395,530.72 90.00 0.250 0.016
4615658 $249,636.97 48.39 0.250 0.016
4615923 $256,618.75 88.25 06 0.250 0.016
4616207 $498,860.27 77.06 0.250 0.016
4616241 $249,182.68 94.99 06 0.250 0.016
4616486 $247,791.65 80.00 0.250 0.016
4616584 $239,838.96 80.00 0.250 0.016
4616985 $126,914.79 71.75 0.250 0.016
4617212 $127,836.20 80.00 0.250 0.016
4617310 $408,482.62 75.00 0.250 0.016
4617328 $239,278.45 80.00 0.250 0.016
4617639 $290,000.00 49.15 0.250 0.016
4617685 $292,000.00 80.00 0.250 0.016
4617964 $112,000.00 80.00 0.250 0.016
4618151 $349,552.09 70.35 0.250 0.016
4618172 $270,213.91 80.00 0.250 0.016
4618467 $319,569.13 80.00 0.250 0.016
4618503 $495,708.62 57.00 0.250 0.016
4618603 $233,838.96 90.00 06 0.250 0.016
4618627 $259,141.64 65.70 0.250 0.016
4618828 $598,784.16 75.00 0.250 0.016
4618865 $439,689.45 80.00 0.250 0.016
4618870 $253,811.49 75.82 0.250 0.016
4619315 $89,835.24 79.65 0.250 0.016
4619368 $107,531.39 80.00 0.250 0.016
4619500 $223,690.67 70.00 0.250 0.016
4619678 $241,760.51 95.00 17 0.250 0.016
4619779 $383,748.81 80.00 0.250 0.016
4620086 $399,724.72 40.40 0.250 0.016
4620430 $238,000.00 73.91 0.250 0.016
4620770 $290,609.77 89.98 24 0.250 0.016
4620998 $223,046.39 90.00 01 0.250 0.016
4621359 $399,731.61 80.00 0.250 0.016
4621451 $360,000.00 84.71 06 0.250 0.016
4621760 $81,593.81 69.99 0.250 0.016
4622132 $297,189.04 80.00 0.250 0.016
4622178 $215,851.35 80.00 0.250 0.016
4622414 $239,834.83 76.19 0.250 0.016
4622658 $219,852.38 80.00 0.250 0.016
4622698 $308,000.00 70.00 0.250 0.016
4622709 $255,337.08 94.98 11 0.250 0.016
4622787 $285,225.09 80.00 0.250 0.016
4623134 $293,003.27 80.00 0.250 0.016
4623354 $168,645.10 75.00 0.250 0.016
4623371 $239,830.61 80.00 0.250 0.016
4623477 $125,018.17 66.19 0.250 0.016
4623479 $357,015.35 79.43 0.250 0.016
4623543 $263,200.00 80.00 0.250 0.016
4623553 $219,703.76 80.00 0.250 0.016
4623602 $310,000.00 74.70 0.250 0.016
4623645 $235,665.79 78.67 0.250 0.016
4623719 $350,000.00 75.66 0.250 0.016
4623725 $405,000.00 61.83 0.250 0.016
4623766 $221,427.14 80.00 0.250 0.016
4623904 $399,717.68 77.22 0.250 0.016
4623955 $289,599.53 63.04 0.250 0.016
4624021 $91,214.01 61.82 0.250 0.016
4624055 $322,653.82 90.00 11 0.250 0.016
4624120 $254,224.92 80.00 0.250 0.016
4624146 $235,700.00 90.00 01 0.250 0.016
4624429 $229,845.67 75.41 0.250 0.016
4624936 $396,000.00 80.00 0.250 0.016
4624954 $345,647.33 80.00 0.250 0.016
4624983 $415,000.00 51.88 0.250 0.016
4625025 $300,000.00 78.95 0.250 0.016
4625367 $224,837.15 69.23 0.250 0.016
4625372 $145,600.00 80.00 0.250 0.016
4625428 $323,671.39 90.00 06 0.250 0.016
4625445 $232,827.08 88.59 06 0.250 0.016
4625483 $388,225.80 70.00 0.250 0.016
4625599 $244,000.00 67.78 0.250 0.016
4625617 $386,490.50 65.00 0.250 0.016
4625768 $291,596.76 80.00 0.250 0.016
4625887 $450,000.00 72.58 0.250 0.016
4626062 $250,670.50 62.75 0.250 0.016
4626189 $293,781.92 79.62 0.250 0.016
4626228 $420,000.00 68.85 0.250 0.016
4626275 $368,550.00 90.00 0.250 0.016
4626418 $299,360.00 63.02 0.250 0.016
4626506 $134,400.00 80.00 0.250 0.016
4626557 $365,128.82 69.47 0.250 0.016
4626600 $224,852.82 78.95 0.250 0.016
4626664 $102,334.70 80.00 0.250 0.016
4626668 $273,991.36 79.99 0.250 0.016
4626758 $245,000.00 70.00 0.250 0.016
4626787 $308,287.69 70.11 0.250 0.016
4626790 $269,794.56 90.00 17 0.250 0.016
4626931 $249,600.00 80.00 0.250 0.016
4627059 $247,824.97 72.94 0.250 0.016
4627175 $243,040.92 80.00 0.250 0.016
4627294 $237,844.32 79.87 0.250 0.016
4627324 $300,000.00 74.07 0.250 0.016
4627454 $412,230.16 75.00 0.250 0.016
4627457 $267,483.77 80.00 0.250 0.016
4627465 $295,353.20 80.00 0.250 0.016
4627474 $171,895.79 80.00 0.250 0.016
4627638 $249,823.55 52.63 0.250 0.016
4627645 $298,850.00 79.99 0.250 0.016
4627703 $179,493.96 80.00 0.250 0.016
4627812 $239,830.61 41.74 0.250 0.016
4627859 $174,888.41 67.31 0.250 0.016
4627884 $75,546.64 80.00 0.250 0.016
4627969 $257,731.29 89.99 0.250 0.016
4628030 $277,808.68 89.68 06 0.250 0.016
4628217 $223,833.76 80.00 0.250 0.016
4628317 $230,000.00 69.70 0.250 0.016
4628353 $258,043.17 80.00 0.250 0.016
4628531 $160,000.00 80.00 0.250 0.016
4628688 $500,000.00 53.36 0.250 0.016
4628702 $138,000.00 70.77 0.250 0.016
4628919 $356,554.45 80.00 0.250 0.016
4628956 $391,435.58 79.98 0.250 0.016
4628966 $290,400.00 89.97 0.250 0.016
4629264 $287,811.60 78.26 0.250 0.016
4629268 $318,136.04 80.00 0.250 0.016
4629344 $325,775.65 70.87 0.250 0.016
4629476 $200,000.00 80.00 0.250 0.016
4629605 $233,834.84 60.00 0.250 0.016
4629607 $295,796.29 74.00 0.250 0.016
4629625 $143,000.00 65.00 0.250 0.016
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6437050 $274,805.91 86.48 13 0.250 0.016
6437281 $227,101.49 94.99 33 0.250 0.016
6437377 $258,750.00 75.00 0.250 0.016
6437619 $257,408.82 80.00 0.250 0.016
6438327 $384,748.16 58.33 0.250 0.016
6438408 $220,217.83 90.00 33 0.250 0.016
6438714 $272,557.50 89.99 13 0.250 0.016
6438781 $329,532.68 40.74 0.250 0.016
6439146 $254,665.25 70.44 0.250 0.016
6439439 $251,843.37 75.00 0.250 0.016
6440099 $305,598.31 75.37 0.250 0.016
6440319 $229,674.29 67.01 0.250 0.016
6440405 $215,694.12 77.14 0.250 0.016
6440447 $237,142.37 90.00 33 0.250 0.016
6440685 $288,116.32 95.00 24 0.250 0.016
6441155 $318,380.74 90.00 24 0.250 0.016
6441220 $299,585.73 75.00 0.250 0.016
6441355 $269,414.46 80.00 0.250 0.016
6441528 $253,012.09 80.00 0.250 0.016
6441547 $299,530.53 78.95 0.250 0.016
6441639 $366,687.66 80.00 0.250 0.016
6442114 $275,810.06 80.00 0.250 0.016
6442241 $259,829.93 61.18 0.250 0.016
6443098 $599,576.53 64.03 0.250 0.016
6443101 $260,979.77 95.00 12 0.250 0.016
6443117 $379,501.17 80.00 0.250 0.016
6443194 $316,880.62 81.37 01 0.250 0.016
6443757 $301,775.87 80.00 0.250 0.016
6444161 $247,648.81 55.11 0.250 0.016
6445073 $226,928.18 75.00 0.250 0.016
6445087 $259,649.92 72.22 0.250 0.016
6445214 $334,548.94 77.01 0.250 0.016
6445301 $79,892.29 61.54 0.250 0.016
6445310 $231,840.34 80.00 0.250 0.016
6445313 $219,655.72 80.00 0.250 0.016
6445904 $334,963.42 80.00 0.250 0.016
6445947 $463,672.52 68.74 0.250 0.016
6446162 $122,817.53 37.78 0.250 0.016
6446354 $239,846.96 79.47 0.250 0.016
6446598 $260,639.58 75.65 0.250 0.016
6446779 $440,496.64 80.00 0.250 0.016
6446995 $299,475.30 79.99 0.250 0.016
6447169 $227,834.98 80.00 0.250 0.016
6447307 $343,750.10 75.00 0.250 0.016
6448040 $411,701.81 37.45 0.250 0.016
6448132 $314,899.07 79.77 0.250 0.016
6448616 $333,652.20 90.00 33 0.250 0.016
6450017 $223,096.36 95.00 13 0.250 0.016
6450106 $239,826.30 80.00 0.250 0.016
6450200 $149,896.78 31.98 0.250 0.016
6452241 $64,952.95 59.91 0.250 0.016
6452541 $269,809.25 90.00 33 0.250 0.016
6452815 $251,263.39 89.99 17 0.250 0.016
6452824 $274,795.91 67.07 0.250 0.016
6452898 $423,715.51 80.00 0.250 0.016
6453000 $322,289.04 75.00 0.250 0.016
6453090 $399,731.61 80.00 0.250 0.016
6453287 $282,605.38 69.98 0.250 0.016
6453423 $263,523.06 90.00 17 0.250 0.016
6453449 $319,779.78 80.00 0.250 0.016
6454341 $223,391.09 77.67 0.250 0.016
6455208 $266,421.11 78.53 0.250 0.016
6455274 $308,847.84 78.24 0.250 0.016
6455983 $351,945.09 79.99 0.250 0.016
6456043 $266,811.55 77.17 0.250 0.016
6456290 $427,408.97 80.00 0.250 0.016
6456699 $343,751.02 80.00 0.250 0.016
6456828 $188,873.18 50.40 0.250 0.016
6456839 $233,846.93 90.00 01 0.250 0.016
6456873 $246,238.82 80.00 0.250 0.016
6457077 $224,841.19 75.00 0.250 0.016
6457201 $244,808.88 74.24 0.250 0.016
6457444 $331,771.52 78.12 0.250 0.016
6457800 $279,007.86 80.00 0.250 0.016
6457930 $305,784.03 90.00 13 0.250 0.016
6458515 $259,816.50 80.00 0.250 0.016
6459201 $455,694.03 80.00 0.250 0.016
6459487 $244,818.17 62.03 0.250 0.016
6459683 $302,072.29 89.36 11 0.250 0.016
6459809 $253,421.01 80.00 0.250 0.016
6460141 $503,653.15 80.00 0.250 0.016
6460142 $269,827.83 75.00 0.250 0.016
6460476 $384,518.28 89.99 13 0.250 0.016
6460494 $243,223.83 63.06 0.250 0.016
6461033 $272,916.76 94.99 17 0.250 0.016
6462088 $297,405.33 80.00 0.250 0.016
6462173 $251,027.83 95.00 12 0.250 0.016
6462829 $287,796.73 90.00 0.250 0.016
6462941 $318,196.97 80.00 0.250 0.016
6463773 $287,721.86 80.00 0.250 0.016
6464102 $256,323.48 90.00 33 0.250 0.016
6465059 $564,611.17 75.33 0.250 0.016
6465562 $346,898.74 80.00 0.250 0.016
6465599 $234,342.32 69.53 0.250 0.016
6466549 $247,170.97 89.98 13 0.250 0.016
6466752 $303,135.90 89.99 13 0.250 0.016
6466984 $218,023.01 95.00 11 0.250 0.016
6467036 $288,845.99 63.67 0.250 0.016
6467233 $730,746.76 75.00 0.250 0.016
6467818 $330,266.74 83.47 12 0.250 0.016
6467868 $161,891.30 67.50 0.250 0.016
6467882 $224,845.15 75.00 0.250 0.016
6467937 $349,740.25 73.07 0.250 0.016
6468036 $258,807.78 68.16 0.250 0.016
6468432 $242,836.95 90.00 17 0.250 0.016
6468511 $359,745.92 60.76 0.250 0.016
6468530 $299,777.36 79.58 0.250 0.016
6469359 $409,724.90 53.25 0.250 0.016
6469536 $379,710.85 71.03 0.250 0.016
6470105 $291,799.05 80.00 0.250 0.016
6470162 $299,782.87 75.00 0.250 0.016
6470626 $279,792.20 80.00 0.250 0.016
6470821 $259,811.82 80.00 0.250 0.016
6471729 $164,389.63 70.00 0.250 0.016
6471902 $236,637.04 80.00 0.250 0.016
6471952 $223,298.08 95.00 12 0.250 0.016
6472280 $263,822.86 80.00 0.250 0.016
6472390 $256,318.96 95.00 24 0.250 0.016
6472733 $290,400.01 94.99 01 0.250 0.016
6473146 $399,717.68 80.00 0.250 0.016
6473271 $89,195.93 70.00 0.250 0.016
6473322 $369,751.74 75.51 0.250 0.016
6474248 $227,850.86 80.00 0.250 0.016
6474397 $455,709.22 80.00 0.250 0.016
6474800 $319,785.28 80.00 0.250 0.016
6475314 $238,335.87 74.53 0.250 0.016
6475559 $161,891.30 68.94 0.250 0.016
6475791 $285,388.04 80.00 0.250 0.016
6477013 $461,697.78 66.00 0.250 0.016
6478557 $514,298.03 80.00 0.250 0.016
6478664 $247,629.47 72.88 0.250 0.016
6478966 $245,338.68 89.97 13 0.250 0.016
6479009 $499,655.90 45.45 0.250 0.016
6479390 $48,971.07 30.82 0.250 0.016
6480072 $449,698.06 68.70 0.250 0.016
6481288 $291,709.06 87.13 06 0.250 0.016
6482845 $300,743.89 90.00 06 0.250 0.016
6485807 $249,832.26 64.10 0.250 0.016
6486409 $277,813.46 73.16 0.250 0.016
6489829 $325,000.00 38.69 0.250 0.016
6489912 $259,807.04 42.62 0.250 0.016
6491276 $269,814.19 90.00 33 0.250 0.016
6492239 $282,300.62 79.99 0.250 0.016
6493671 $446,366.98 76.09 0.250 0.016
6494539 $260,920.31 94.98 13 0.250 0.016
6495737 $335,000.72 79.81 0.250 0.016
6496990 $420,000.00 70.00 0.250 0.016
6497477 $293,000.00 84.93 33 0.250 0.016
6498352 $322,500.00 79.99 0.250 0.016
6505933 $56,000.00 70.00 0.250 0.016
$220,453,246.57
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1997-17 Exhibit F-3 (Part B)
20 & 30 YEAR FIXED RATE NON-RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
4544270 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4544318 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4544344 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4555154 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4557268 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4568628 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4569680 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4589139 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4614179 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4618285 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4622287 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4623198 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4629399 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4629435 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4629826 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4629827 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4629845 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4629893 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4629912 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4633845 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4634662 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4634841 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4641607 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645664 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645670 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645689 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645698 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645706 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645714 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645716 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645719 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645726 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645731 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645733 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645745 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645751 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645767 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645786 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645808 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645823 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645836 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645856 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4645870 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646078 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4646107 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646124 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646145 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646157 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646161 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646175 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646272 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4646300 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4646391 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646401 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646416 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646441 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646458 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646464 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646471 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646482 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646500 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646621 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4646623 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647000 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647019 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647027 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647039 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647057 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647066 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647073 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647076 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647099 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647183 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4647185 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4647188 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4647191 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4647197 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4647406 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647414 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647427 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647431 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647443 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647457 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647461 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647470 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647472 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647480 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647492 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647511 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647655 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647660 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647726 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647734 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647854 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647880 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647886 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647898 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647904 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647915 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647923 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647928 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647931 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647943 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647966 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647968 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647972 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647981 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647992 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4647996 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648018 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648026 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648180 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648181 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648185 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648189 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648191 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648193 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648195 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648199 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648203 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648205 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648231 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4648239 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4648244 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4648249 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4648252 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4648267 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4648314 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4648318 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4648327 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4648346 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4648795 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4649032 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4649913 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4651339 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4651657 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4651694 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4651820 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4651837 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4651923 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4652435 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4652543 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4652605 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
COUNT: 143
WAC: 7.786454907
WAM: 357.9060703
WALTV: 75.88579581
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
Name of Mortgagor: -----------------------------
Servicer
Loan No.: -----------------------------
Custodian/Trustee
Name: -----------------------------
Address: -----------------------------
-----------------------------
Custodian/Trustee
Mortgage File No.: -----------------------------
Seller
Name: -----------------------------
Address: -----------------------------
-----------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 1997-17
The undersigned Master Servicer hereby acknowledges that it has received
from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 1997-17, 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 October 30, 1997 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated -------------------, 199--, in the original
principal sum of $----------, made by ---------------------, payable
to, or endorsed to the order of, the Trustee.
( ) Mortgage recorded on ---------------------------------- as instrument
no.--------------- in the County Recorder's Office of the County of
--------------------, State of -----------------------------------
in book/reel/docket -------------------- of official records at page/
image ------------.
( ) Deed of Trust recorded on ------------------------------- as instrument
no. ------------------ in the County Recorder's Office of the Country
of --------------------, State of ------------------------------- in
book/reel/docket ------------------------- of official records at page/
image ------------.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
------------------------------ as instrument no. ---------------- in
the County Recorder's Office of the County of ---------------------,
State of ----------------------- in book/reel/docket ------------------
of official records at page/image
------------.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of
the Documents in trust for the benefit of the Trustee, solely for the
purposes provided in the Agreement.
(2) The Master Servicer shall not cause or permit the
Documents to become subject to, or encumbered by, any claim, liens,
security interest, charges, writs of attachment or other impositions
nor shall the Master Servicer assert or seek to assert any claims or
rights of setoff to or against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the
Trustee when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as
expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any
proceeds of proceeds, coming into the possession or control of the
Master Servicer shall at all times be earmarked for the account of the
Trustee, and the Master Servicer shall keep the Documents and any
proceeds separate and distinct from all other property in the Master
Servicer's possession, custody or control.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: ---------------------------
Title: ------------------------
Date: ----------------, 19--
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA
INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"),
a [description of type of entity] duly organized and existing under the laws of
the [State of ] [United States], on behalf of which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1997-17, Class [A-R][A-LR] Certificate (the
"Class [A-R][A-LR] Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan
subject to the fiduciary provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and/or Code Section 4975 or any governmental
plan, as defined in Section 3(32) of ERISA, subject to any federal, state or
local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (collectively, a "Plan") or a Person acting on behalf of or
investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have come
due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class [A-R][A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class [A-R][A-LR] Certificate in excess of cash flows generated
by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR] Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a person other than a U.S. Person (a
"Non-U.S. Person") or (ii) is a Non-U.S. Person that holds the Class [A-R][A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class [A-R][A-LR] Certificate to
it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class [A-R][A-LR]
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means a citizen or resident of the United States, a corporation,
partnership (except as provided in applicable Treasury regulations) or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, an estate that is subject to U.S. federal income
tax regardless of the source of its income or a trust if (i) for taxable years
beginning after December 31, 1996 (or after August 20, 1996, if the trustee has
made an applicable election), a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more U.S. Persons have the authority to control all substantial decisions of
such trust or (ii) for all other taxable years, such trust is subject to U.S.
federal income tax regardless of the source of its income (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R][A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master Servicer
as its agent to act as "tax matters person" of the [Upper-Tier REMIC]
[Lower-Tier REMIC] pursuant to Section 3.01 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ----- day of , 19--.
[NAME OF PURCHASER]
By:--------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this -- day of , 19--.
- -----------------------------
NOTARY PUBLIC
COUNTY OF -------------------
STATE OF --------------------
My commission expires the -- day of ----------, 19--.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1997-17, Class [A-R][A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-17
CLASS [A-8] [A-PO] [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 1997-17, Class
[A-8] [A-PO] [A-WIO] [B-3] [B-4] [B-5] Certificates (the "Class [A-8] [A-PO]
[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 October 30, 1997 (the "Pooling and
Servicing Agreement") among Norwest Asset Securities Corporation, as seller
("NASCOR"), Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-17.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which the Purchaser is organized, is
authorized to invest in the Class [A-8] [A-PO] [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-8] [A-PO] [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-8]
[A-PO] [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-8] [A-PO] [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 ------ --, 19--, relating to the Class
[A-8] [A-PO] [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-8] [A-PO] [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-8] [A-PO] [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-8] [A-PO] [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-8] [A-PO] [A-WIO] [B-3] [B-4] [B-5] Certificates other than in
connection with a subsequent sale of Class [A-8] [A-PO] [A-WIO] [B-3] [B-4]
[B-5] Certificates.
[(e) For the Class A-PO, Class A-WIO, Class B-3, Class B-4 and Class B-5
Certificates: Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [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 Trustee of the Trust
Estate and (b) such other opinions of counsel, officers' certificates and
agreements as NASCOR or the Master Servicer may have required. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer will
not cause the assets of the Trust Estate to be regarded as "plan assets" and
subject to the prohibited transaction provisions of ERISA, the Code or Similar
Law and will not subject the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).]
[(e) For the Class A-8 Certificates: If the purchaser is an employee
benefit plan or other retirement arrangement subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in section 3(32) of ERISA subject to any federal, state or
local law ("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), an agent
acting on behalf of a Plan or a person utilizing the assets of a Plan, then such
Plan or person is an "accredited investor" within the meaning of Rule 501(a)(1)
of the Act.]
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-8] [A-PO] [A-WIO] [B-3] [B-4] [B-5] Certificates is in
compliance therewith.
Section 3. Transfer of Class [A-8] [A-PO] [A-WIO] [B-3] [B-4] [B-5]
Certificates.
(a) The Purchaser understands that the Class [A-8] [A-PO] [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-8] [A-PO] [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 Trustee is under any obligation to register
the Class [A-8] [A-PO] [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
Trustee shall require, in order to assure compliance with such laws, that the
Certificateholder's prospective transferee certify to NASCOR and the Trustee as
to the factual basis for the registration or qualification exemption relied
upon, and (ii) unless the transferee is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act, the Trustee or NASCOR may, if such transfer
is made within three years from the later of (a) the Closing Date or (b) the
last date on which NASCOR or any affiliate thereof was a holder of the
Certificates proposed to be transferred, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state securities
laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Master Servicer or NASCOR. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Master
Servicer, any Paying Agent acting on behalf of the Trustee and NASCOR against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
(b) No transfer of a Class [A-8] [A-PO] [A-WIO] [B-3] [B-4] [B-5]
Certificate shall be made unless the transferee provides NASCOR and the Trustee
with a Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-8] [A-PO] [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 1997-17
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 1997-17, 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 October 30, 1997 (the "Pooling and
Servicing Agreement") among Norwest Asset Securities Corporation, as seller
("NASCOR"), Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee") of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-17.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or a
governmental plan, as defined in Section 3(32) of ERISA subject to any
federal, state or local law ("Similar Law") which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan"), an agent acting on behalf of a Plan, or a
person utilizing the assets of a Plan or (ii) if the Purchaser is an
insurance company, the source of funds used to purchase the Class [M]
[B-1] [B-2] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995) and
there is no Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer
(or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization, exceed 10% of the total of all reserves
and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition or (iii)
the Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to
NASCOR and the Trustee of the Trust Estate and (b) such other opinions
of counsel, officers' certificates and agreements as NASCOR or the
Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject
to the prohibited transaction provisions of ERISA, the Code or Similar
Law and will not subject the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and
Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or
Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:-------------------------------
Its:------------------------------
[Reserved]
<PAGE>
EXHIBIT L
Countrywide Home Loans, Inc. Servicing Agreement
First Bank National Association Servicing Agreement
Huntington Mortgage Corp. Servicing Agreement
Suntrust Mortgage, Inc. Servicing Agreement
National City Mortgage Company Servicing Agreement
FT Mortgage Companies Servicing Agreement
Citicorp Mortgage, Inc. Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of , between Norwest Bank Minnesota, National
Association (the "Company" and "Norwest Bank") and (the "Purchaser").
PRELIMINARY STATEMENT
is the holder of the entire interest in
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1997-17, Class ---- (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated as of October 30,
1997 among Norwest Asset Securities Corporation, as Seller ("NASCOR"), Norwest
Bank Minnesota, National Association, as Master Servicer and First Union
National Bank, as Trustee.
intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
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 it (i) 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 1997-16. 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,
Attention:
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, NASCOR,
and each Servicer and each person who controls the Company, NASCOR, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, NASCOR's, or a Servicer's direction (the "Indemnified
Parties") against any and all losses, claims, damages or liabilities to which
they may be subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of, or are based upon, actions taken by,
or actions not taken by, the Company, NASCOR, or a Servicer, or on their behalf,
in accordance with the provisions of this Agreement and (i) which actions
conflict with the Company's, NASCOR's, or a Servicer's obligations under the
Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give
rise to securities law liability under federal or state securities laws with
respect to the Certificates. The Purchaser hereby agrees to reimburse the
Indemnified Parties for the reasonable legal or other expenses incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Norwest Bank Minnesota,
National Association
By:
Name:
Title:
By:
Name:
Title:
