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NORWEST ASSET SECURITIES SELLER, Tax & Federal Goverment Matters = Cadwalader, Wickersham & Taft 144 Exemptions SEC; IPO GINNIE MAC ISSUER: REMIC; Entity: Securities Act of 1933, the Registrant NASCOR STEPHEN D. MORRISON president secretary director; Norwest Bank is a direct, wholly owned subsidiary NORWST CORP: Strategic partnership CONDUTIS' GMAC-RFC, Norwest Corp, & CMMC: 1996 SEC Norwest Asset Securitites Corp DBA Wells Fargo Asset Securities Corp, CONDUITS 343 Thornall St, Edison NJ-Servicer may foreclose against property securing a defaulted Mortgage Loan either by foreclosure, by sale or by strict foreclosure and in the event a deficiency judgment is available against the mortgagor or other person; In lieu of foreclosure, each Servicer may arrange for the sale by the borrower of the Mortgaged Property related to a defaulted Mortgage Loan to a third party, rather than foreclosing upon and selling such Mortgaged Property.Federal Deposit Insurance Corp insurance coverage

NORWEST ASSET SECURITIES SELLER, Tax & Federal Goverment Matters = Cadwalader, Wickersham & Taft 144 Exemptions SEC; IPO GINNIE MAC ISSUER: REMIC; Entity: Securities Act of 1933, the Registrant NASCOR STEPHEN D. MORRISON president secretary director; Norwest Bank is a direct, wholly owned subsidiary NORWST CORP: Strategic partnership CONDUTIS' GMAC-RFC, Norwest Corp, & CMMC: 1996 SEC Norwest Asset Securitites Corp DBA Wells Fargo Asset Securities Corp, CONDUITS 343 Thornall St, Edison NJ-Servicer may foreclose against property securing a defaulted Mortgage Loan either by foreclosure, by sale or by strict foreclosure and in the event a deficiency judgment is available against the mortgagor or other person; In lieu of foreclosure, each Servicer may arrange for the sale by the borrower of the Mortgaged Property related to a defaulted Mortgage Loan to a third party, rather than foreclosing upon and selling such Mortgaged Property.Federal Deposit Insurance Corp insurance coverage

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Published by Mary Cochrane
Cadwaldar Clients and Friends Bulletin: SEC Exchange Act 1934 -
http://www.cadwalader.com/docs/lofchie/070908SECAmends15a-6.pdf
On the positive side, the liberalizing aspects of the Release will be welcomed by the securities industry, both buy-side (broker-dealers) and sell-side. Rule 15a-6, originally adopted in 1989 to facilitate cross-border securities activities.

SEC has issued a public release (the “Release”)1 containing a variety of proposals to amend and expand Rule 15a-6 under the Securities Exchange Act of 1934 (the “Rule” or “Rule 15a-6”) (the “Exchange Act”), the principal SEC Rule permitting non-U.S. broker-dealers that are not registered with the SEC to conduct U.S. securities activities.2

2 For purposes of this memorandum, I sometimes use the term “Rule 15a-6” to refer not only to the SEC’s Rule 15a-6 under the Exchange Act, but also to related SEC no-action letters and interpretations that constitute the body of law permitting
non-U.S. broker-dealers to engage in U.S. securities activities without registration. For a comprehensive overview of Rule 15a-6, including all of the related law, see Chapter 17 of Lofchie’s Guide to Broker-Dealer Regulation (“Lofchie’s Guide”),
covering Non-U.S. Broker-Dealers.

Release would facilitate the sale of non-U.S. listed options under the
Exchange Act, it also warns that such sales may violate the Securities Act of 1933 (the “Securities Act”). A more significant failure of coordination (although one outside the SEC’s control) is the fact that the Rule 15a-6 exemptions do nothing about state law registration requirements, which remain 50 traps for the offshore unwary
---------------------------------------------------------------------------------------------------------
Other ...

Indemnification: Delaware General Corporation Law of NORWEST ASSET SECURITIES CORP the Registrant and the partners, directors, officers, employees and agents of the Registrant, or that the Master Servicer and the partners,
directors, officers, employees and agents of the Master Servicer, will 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 the Pooling and Servicing Agreement or the Certificates,

credit enhancement may be provided in limited amounts to cover certain types of losses on the underlying Mortgage Loans.

Seller NORWEST ASSET SECURITIES CORP 'NASCOR' is a sm and corporate entity -- will obtain a pool insurance policy for the Mortgage Loans in the related Trust Estate. The pool insurance policy will cover any loss (subject to the limitations described in the applicable Prospectus Supplement) by reason of default to the extent a related Mortgage Loan is not covered by any primary mortgage insurance policy.

CONSUMER IS MORTGAGOR paying obligation of TPO and the MORTGAGOR BANKRUPTCY BOND - ..ATI (sm) Attorney Title Insurance 'S&P' rating based upon Claims Paying Ability of THE FUND Old Republic

Remit to the Master Servicer for deposit in the Certificate Account, the following payments and collections received or made by such Servicer with respect to the Mortgage Loans amounts held for future distribution AS CAPITAL FUNDS OF SERVICER AS INVESTOR

-all amounts withdrawn from Buy-Down Funds or Subsidy Funds e.g. Lehman Brothers Master Repurchase Agreement - Option ONe .....

Norwest Bank Minnesota, National Association
Collateral Fund Obligations
Sale of REO Hedge Funds

The Master Servicer will, as to each Series of Certificates, establish and
maintain a separate trust account in the name of the Trustee (the "Certificate
Account"). Such account may be established at Norwest Bank or an affiliate
thereof. Each such account must be maintained with a depository institution
("Depository") either (i) whose long-term debt obligations (or, in the case of a
depository institution which is part of a holding company structure, the
long-t
Cadwaldar Clients and Friends Bulletin: SEC Exchange Act 1934 -
http://www.cadwalader.com/docs/lofchie/070908SECAmends15a-6.pdf
On the positive side, the liberalizing aspects of the Release will be welcomed by the securities industry, both buy-side (broker-dealers) and sell-side. Rule 15a-6, originally adopted in 1989 to facilitate cross-border securities activities.

SEC has issued a public release (the “Release”)1 containing a variety of proposals to amend and expand Rule 15a-6 under the Securities Exchange Act of 1934 (the “Rule” or “Rule 15a-6”) (the “Exchange Act”), the principal SEC Rule permitting non-U.S. broker-dealers that are not registered with the SEC to conduct U.S. securities activities.2

2 For purposes of this memorandum, I sometimes use the term “Rule 15a-6” to refer not only to the SEC’s Rule 15a-6 under the Exchange Act, but also to related SEC no-action letters and interpretations that constitute the body of law permitting
non-U.S. broker-dealers to engage in U.S. securities activities without registration. For a comprehensive overview of Rule 15a-6, including all of the related law, see Chapter 17 of Lofchie’s Guide to Broker-Dealer Regulation (“Lofchie’s Guide”),
covering Non-U.S. Broker-Dealers.

Release would facilitate the sale of non-U.S. listed options under the
Exchange Act, it also warns that such sales may violate the Securities Act of 1933 (the “Securities Act”). A more significant failure of coordination (although one outside the SEC’s control) is the fact that the Rule 15a-6 exemptions do nothing about state law registration requirements, which remain 50 traps for the offshore unwary
---------------------------------------------------------------------------------------------------------
Other ...

Indemnification: Delaware General Corporation Law of NORWEST ASSET SECURITIES CORP the Registrant and the partners, directors, officers, employees and agents of the Registrant, or that the Master Servicer and the partners,
directors, officers, employees and agents of the Master Servicer, will 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 the Pooling and Servicing Agreement or the Certificates,

credit enhancement may be provided in limited amounts to cover certain types of losses on the underlying Mortgage Loans.

Seller NORWEST ASSET SECURITIES CORP 'NASCOR' is a sm and corporate entity -- will obtain a pool insurance policy for the Mortgage Loans in the related Trust Estate. The pool insurance policy will cover any loss (subject to the limitations described in the applicable Prospectus Supplement) by reason of default to the extent a related Mortgage Loan is not covered by any primary mortgage insurance policy.

CONSUMER IS MORTGAGOR paying obligation of TPO and the MORTGAGOR BANKRUPTCY BOND - ..ATI (sm) Attorney Title Insurance 'S&P' rating based upon Claims Paying Ability of THE FUND Old Republic

Remit to the Master Servicer for deposit in the Certificate Account, the following payments and collections received or made by such Servicer with respect to the Mortgage Loans amounts held for future distribution AS CAPITAL FUNDS OF SERVICER AS INVESTOR

-all amounts withdrawn from Buy-Down Funds or Subsidy Funds e.g. Lehman Brothers Master Repurchase Agreement - Option ONe .....

Norwest Bank Minnesota, National Association
Collateral Fund Obligations
Sale of REO Hedge Funds

The Master Servicer will, as to each Series of Certificates, establish and
maintain a separate trust account in the name of the Trustee (the "Certificate
Account"). Such account may be established at Norwest Bank or an affiliate
thereof. Each such account must be maintained with a depository institution
("Depository") either (i) whose long-term debt obligations (or, in the case of a
depository institution which is part of a holding company structure, the
long-t

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Published by: Mary Cochrane on Sep 27, 2012
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Wells Fargo Asset Securities Corp · S-3 · On 4/3/96 · EX-3.2Filed On 4/3/96 · SEC File 333-02209 · Accession Number 912057-96-5950
1
http://www.secinfo.com/dRqWm.95ph.b.htm
: S-3 Registration Statement for Securities Offered Pursuant to a Transaction(Document at bottom of this document) http://www.secinfo.com/dRqWm.95ph.htm#1stPage  SELLER - NORWEST ASSET SECURITIES CORPORATIONNORWEST BANKNorwest Bank Minnesota, National Association ("Norwest Bank") will act asMaster Servicer with respect to each Series. Norwest Bank is a direct, whollyowned subsidiary of Norwest Corporation. Norwest Bank is a national bankingassociation originally chartered in 1872 and is engaged in a wide range of activities typical of a national bank.
 Norwest Bank's principal office is located at Norwest Center, Sixth and  Marquette, Minneapolis,  Minnesota 55479. Norwest Bank conducts its master servicing and securities administration services at its offices in Columbia, Maryland. Its address there is 11000 Broken Land Parkway,Columbia, Maryland  
21044-3662 and its telephone number is(410)884-2000. The Servicer may foreclose against property securing a defaulted MortgageLoan either by foreclosure, by sale or by strict foreclosure and in the event adeficiency judgment is available against the mortgagor or other person (see"Certain Legal Aspects of the Mortgage Loans -- Anti-Deficiency Legislation andOther Limitations on Lenders" for a discussion of the availability of deficiency judgments), may proceed for the deficiency. It is anticipated that in most casesthe Servicer will not seek deficiency judgments, and will not be required underthe applicable Underlying Servicing Agreement to seek deficiency judgments. Inlieu of foreclosure, each Servicer may arrange for the sale by the borrower of the Mortgaged Property related to a defaulted Mortgage Loan to a third party,rather than foreclosing upon and selling such Mortgaged Property.
 
Wells Fargo Asset Securities Corp · S-3 · On 4/3/96 · EX-3.2Filed On 4/3/96 · SEC File 333-02209 · Accession Number 912057-96-5950
2
http://www.secinfo.com/dRqWm.95ph.b.htm
PAYMENTS ON MORTGAGE LOANSThe Master Servicer will, as to each Series of Certificates, establish andmaintain a separate trust account in the name of the Trustee (the "CertificateAccount"). Such account may be established at Norwest Bank or an affiliatethereof. Each such account must be maintained with a depository institution("Depository") either (i) whose long-term debt obligations (or, in the case of adepository institution which is part of a holding company structure, thelong-term debt obligations of such parent holding company) are, at the time of any deposit therein rated in at least one of the two highest rating categoriesby each nationally recognized statistical rating organization that rated therelated Series of Certificates, or (ii) that is otherwise acceptable to theRating Agency or Rating Agencies rating the Certificates of such Series and, if a REMIC election has been made, that would not cause the related Trust Estate(or one or more segregated pools of assets therein) to fail to qualify as aREMIC. To the extent that the portion of funds deposited in the CertificateAccount at any time exceeds the limit of insurance coverage established by theFederal Deposit Insurance Corporation (the "FDIC"), such excess will be subjectto loss in the event of the failure of the Depository. Such insurance coveragewill be based on the number of holders of Certificates, rather than the numberof underlying mortgagors. Holders of the Subordinated Certificates of a Serieswill bear any such loss up to the amount of principal payments on the relatedMortgage Loans to which such holders are entitled.Pursuant to the applicable Underlying Servicing Agreements with respect to aSeries, each Servicer will be required to establish and maintain one or moreaccounts (collectively, the "Servicer Custodial Account") into which theServicer will be required to deposit on a daily basis amounts received withrespect to Mortgage Loans serviced by such Servicer included in the Trust Estatefor such Series, as more fully described below. Each Servicer Custodial Accountmust be a separate custodial account insured to the available limits by the FDICand limited to funds held with respect to a particular Series, unless the Underlying Servicing Agreementspecifies that aServicer may establish an account which is an eligible account meeting therequirements of the applicable Rating Agencies (an "Eligible Custodial Account")to serve as a unitary Servicer Custodial Account both for such Series and forother Series of Certificates for which Norwest Bank is the Master Servicer andhaving the same financial institution acting as Trustee and to be maintained inthe name of such financial institution, in its respective capacities as Trusteefor each such Series.Each Servicer will be required to deposit in the Certificate Account foreach Series of Certificates on the date the Certificates are issued any amountsrepresenting scheduled payments of principal and interest on the Mortgage Loansserviced by such Servicer due after the applicable Cut-Off Date but received onor prior thereto, and except as specified in the applicable Pooling andServicing Agreement or Underlying Servicing Agreement, will deposit in theServicer Custodial Account on receipt and, thereafter, not later than the 18thcalendar day of each month or such other day as may be specified in theUnderlying Servicing Agreement (the "Remittance Date"), will remit to the MasterServicer for deposit in the Certificate Account, the following payments andcollections received or made by such Servicer with respect to the Mortgage Loans
 
Wells Fargo Asset Securities Corp · S-3 · On 4/3/96 · EX-3.2Filed On 4/3/96 · SEC File 333-02209 · Accession Number 912057-96-5950
3
http://www.secinfo.com/dRqWm.95ph.b.htm
serviced by such Servicer subsequent to the applicable Cut-Off Date (other than(x) payments due on or before the Cut-Off Date and (y) amounts held for futuredistribution):(i)all payments on account of principal, including prepayments, andinterest;(ii)all amounts received by the Servicer in connection with theliquidation of defaulted Mortgage Loans or property acquired inrespect thereof, whether through foreclosure sale or otherwise, includingpayments in connection with defaulted Mortgage Loans received from themortgagor other than amounts required to be paid to the mortgagor pursuantto the terms of the applicable Mortgage Loan or otherwise pursuant to law("Liquidation Proceeds") less, to the extent permitted under the applicableUnderlying Servicing Agreement, the amount of any expenses incurred inconnection with the liquidation of such Mortgage Loans;(iii)all proceeds received by the Servicer under any title, hazard orother insurance policy covering any such Mortgage Loan, other thanproceeds to be applied to the restoration or repair of the property subjectto the related Mortgage or released to the mortgagor in accordance with theUnderlying Servicing Agreement;(iv)all Periodic Advances made by the Servicer;(v)all amounts withdrawn from Buy-Down Funds or Subsidy Funds, if any,with respect to such Mortgage Loans, in accordance with the terms of the respective agreements applicable thereto;(vi)all proceeds of any such Mortgage Loans or property acquired inrespect thereof purchased or repurchased pursuant to the Pooling andServicing Agreement or the Underlying Servicing Agreement; and(vii)all other amounts required to be deposited therein pursuant to theapplicable Pooling and Servicing Agreement or the UnderlyingServicing Agreement.Notwithstanding the foregoing, if at any time the sums in (x) any ServicerCustodial Account, other than any Eligible Custodial Account, exceed $100,000 or(y) any such Servicer Custodial Account, in certain circumstances, exceed suchamount less than $100,000 as shall have been specified by the Master Servicer,the Servicer will be required within one business day to withdraw such excessfunds from such account and remit such amounts to the Certificate Account.Notwithstanding the foregoing, each Servicer will be entitled, at its

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