SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 25, 1996
(Date of earliest event reported)
Commission File No. 333-02209
Norwest Asset Securities Coproration
Delaware 52-1972128
(State of Incorporation) (I.R.S. Employer Identification No.)
5325 Spectrum Drive, Frederick, Maryland 21703
(Address of principal executive offices) (Zip Code)
(301) 846-8199
Registrant's Telephone Number, including area code
(Former name, former address and former fiscal year, if
changed since last report)
<PAGE>
ITEM 5. Other Events
On July 25, 1996, Norwest Asset Securities Corporation, a
Delaware corporation (the "Registrant"), sold Mortgage Pass-Through
Certificates, Series 1996-1, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-R and Class A-LR (the "Offered Certificates"), having an aggregate
original principal balance of $408,880,000.00. The Offered Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of July 25, 1996,
among the Registrant, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer" or "Norwest Bank"), First Bank National
Association, as trust administrator, and Firstar Trust Company, as trustee (the
"Agreement"), a copy of which is filed as an exhibit hereto. Mortgage
Pass-Through Certificates, Series 1996-1, Class A-7, Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates, having an aggregate
initial principal balance of $196,683,536.31 (the "Private Certificates" and,
together with the Offered Certificates, the "Certificates"), were also issued
pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates
evidenced an approximate 67.5206% undivided interest in a trust fund (the "Trust
Estate"), consisting principally of a pool of fixed interest rate, conventional,
monthly pay, fully-amortizing, one-to four-family residential first mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations. The remaining undivided interests in the Trust Estate are
evidenced by the Private Certificates, distributions on which (other than with
respect to the Class A-7 Certificates) are subordinated to distributions on the
Offered Certificates.
Interest on the Offered Certificates (other than the Class
A-17 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
separate REMICs for federal income tax purposes (the "Upper-Tier REMIC" and the
"Lower-Tier REMIC," respectively). The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5 and Class A-6 Certificates, the Class A-7 Accrual Component, the
Class A-7 IO A Component, the Class A-7 IO B Component, the Class A-7 PO
Component, the Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18 and Class A-19
Certificates and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates will be treated as "regular interests" in the Upper-Tier
REMIC and the Class A-R and Class A-LR Certificates will be treated as the
"residual interest" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
(EX-4) Pooling and Servicing Agreement, dated as of July
25, 1996, among Norwest Asset Securities
Corporation, Norwest Bank Minnesota, National
Association, First Bank National Association, as
trust administrator and Firstar Trust Company, as
trustee.
(EX-23) Consent of Coopers & Lybrand L.L.P., independent
Certified Public Accountants of Financial Security
Assurance Inc.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
July 25, 1996
/s/ B. David Bialzak
B. David Bialzak
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
(EX-4) Pooling and Servicing Agreement, dated as
of July 25, 1996 among Norwest Asset E
Securities Corporation, Norwest Bank
Minnesota, National Association, First Bank
National Association, as trust administrator
and Firstar Trust Company, as trustee.
(EX-23) Consent of Coopers & Lybrand L.L.P.,
independent Certified Public Accountants of E
Financial Security Assurance Inc.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRSTAR TRUST COMPANY
(Trustee)
and
FIRST BANK NATIONAL ASSOCIATION
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of July 25, 1996
$605,563,536.31
Mortgage Pass-Through Certificates
Series 1996-1
-----------------------------------------------------------------
<PAGE>
This Pooling and Servicing Agreement, dated as of July 25,
1996 executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, FIRST BANK NATIONAL
ASSOCIATION, as Trust Administrator and FIRSTAR TRUST COMPANY, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained,
the Seller, the Master Servicer, the Trust Administrator 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
any Class B Subclass, the greater of (A) zero and (B) (i) the principal balance
of such Subclass with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less 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 Non-PO Principal Balance, Class A-7 PO
Component 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 Non-PO
Principal Balance, Class A-7 PO Component 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 B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class
B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5
Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any
Distribution Date, the sum of all Fraud Losses incurred on any of the Mortgage
Loans in the month preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date,
the aggregate amount of Foreclosure Profits with respect to all of the Mortgage
Loans.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect
to the Mortgage Loans serviced by each Servicer and each of Full Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled
Principal Receipt Period specified on Schedule I hereto, as amended from time to
time by the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by
the Trust Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution
Date, the sum of (a) the Master Servicing Fee for such Distribution Date, (b)
interest earned through the business day preceding the applicable Distribution
Date on any Prepayments in Full remitted to the Master Servicer and (c) the
aggregate amount of Month End Interest remitted by the Servicers to the Master
Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however, that a
Bankruptcy Loss shall not be deemed a Bankruptcy Loss hereunder so long as the
applicable Servicer has notified the Master Servicer and the Trust Administrator
in writing that such Servicer is diligently pursuing any remedies that may exist
in connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to
the first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$229,480.43 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B 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) (or, in the case of the Class A-16 and Class A-19
Certificates, without giving effect to the guaranty provided by Financial
Security) by either Rating Agency minus (2) the aggregate amount of Bankruptcy
Losses allocated solely to the Class B Certificates in accordance with Section
4.02(a) since the Relevant Anniversary. On and after the Cross-Over Date the
Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book-Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency), as the case
may be.
Book-Entry Certificate: Any of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates, Class A-6 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15
Certificates, Class A-16 Certificates, Class A-18 Certificates or Class A-19
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday,
or (ii) a legal holiday in the City of New York, State of Iowa, State of
Maryland, State of Minnesota, State of Missouri or State of Wisconsin or (iii) a
day on which banking institutions in the City of New York, or the State of
Maryland, State of Iowa, State of Minnesota, State of Missouri or State of
Wisconsin are authorized or obligated by law or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and
maintained by the Master Servicer in the name of the Master Servicer on behalf
of the Trustee pursuant to Section 3.01. The Certificate Account shall be an
Eligible Account.
Certificate Register and Certificate Registrar: Respectively,
the register maintained pursuant to and the registrar provided for in Section
5.02. The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of the taking of any action under Articles VII or VIII, any
Certificate registered in the name of the Master Servicer, a Servicer or any
affiliate thereof shall be deemed not to be outstanding and the Voting Interest
evidenced thereby shall not be taken into account in determining whether the
requisite percentage of Certificates necessary to effect any such action has
been obtained.
Class: All certificates whose form is identical except for (i)
variations in the Percentage Interest evidenced thereby and (ii) in the case of
the Class A Certificates and Class B Certificates, variations in Subclass
designation and other Subclass characteristics.
Class A Certificate: Any one of Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-19 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 and
Financial Security 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-6, Class A-7, Class A-8, Class A-9
and Class A-10 Certificates), (ii) the Component Principal Balances of the Class
A-6 Components, Class A-8 Components, Class A-9 Components and Class A-10
Components and (iii) the lesser of the Class A-7 Accrual Component Principal
Balance and the Original Class A-7 Accrual Component Principal Balance.
Class A Non-PO Optimal Amount: As to any Distribution Date,
the sum for such Distribution Date of (i) the Class A Interest Accrual Amount,
(ii) the Premium Payment, (iii) the sum of the Class A Subclass Unpaid Interest
Shortfalls for each Class A Subclass, (iv) the Premium Unpaid Shortfalls and (v)
the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan.
Class A Non-PO Principal Balance: As of any date, an amount
equal to the sum of the (i) Class A Subclass Principal Balances for the Class
A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-19 Certificates, Class A-R
Certificate and Class A-LR Certificate and (ii) the Component Principal Balance
of the Class A-7 Accrual Component.
Class A Percentage: As to any Distribution Date occurring on
or prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to
and including the Distribution Date in July 2001, 100%. As to any Distribution
Date subsequent to July 2001 to and including the Distribution Date in July
2002, the Class A Percentage as of such Distribution Date plus 70% of the Class
B Percentage as of such Distribution Date. As to any Distribution Date
subsequent to July 2002 to and including the Distribution Date in July 2003, the
Class A Percentage as of such Distribution Date plus 60% of the Class B
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to July 2003 to and including the Distribution Date in July 2004, the Class A
Percentage as of such Distribution Date plus 40% of the Class B Percentage as of
such Distribution Date. As to any Distribution Date subsequent to July 2004 to
and including the Distribution Date in July 2005, the Class A Percentage as of
such Distribution Date plus 20% of the Class B Percentage as of such
Distribution Date. As to any Distribution Date subsequent to July 2005, the
Class A Percentage as of such Distribution Date. The foregoing is subject to the
following: (i) if the aggregate distribution to Holders of Class A Certificates
on any Distribution Date of the Class A Prepayment Percentage provided above of
(a) Unscheduled Principal Receipts distributable on such Distribution Date would
reduce the Class A Non-PO Principal Balance below zero, the Class A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Class A Non-PO Principal Balance to zero and thereafter the Class A
Prepayment Percentage shall be zero and (ii) if the Class A Percentage as of any
Distribution Date is greater than the Original Class A Percentage, the Class A
Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding
the foregoing, with respect to any Distribution Date on which the following
criteria are not met, the reduction of the Class A Prepayment Percentage
described in the second through sixth sentences of this definition of Class A
Prepayment Percentage shall not be applicable with respect to such Distribution
Date. In such event, the Class A Prepayment Percentage for such Distribution
Date will be determined in accordance with the applicable provision, as set
forth in the first through fifth sentences above, which was actually used to
determine the Class A Prepayment Percentage for the Distribution Date occurring
in the July preceding such Distribution Date (it being understood that for the
purposes of the determination of the Class A Prepayment Percentage for the
current Distribution Date, the current Class A Percentage and Class B 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 B Principal Balance and (b) cumulative Realized Losses shall
not exceed (1) 30% of the Original Class B Principal Balance if such
Distribution Date occurs between and including August 2001 and July 2002, (2)
35% of the Original Class B Principal Balance if such Distribution Date occurs
between and including August 2002 and July 2003, (3) 40% of the Original Class B
Principal Balance if such Distribution Date occurs between and including August
2003 and July 2004, (4) 45% of the Original Class B Principal Balance if such
Distribution Date occurs between and including August 2004 and July 2005, and
(5) 50% of the Original Class B Principal Balance if such Distribution Date
occurs during or after August 2005. With respect to any Distribution Date on
which the Class A Prepayment Percentage is reduced below the Class A Prepayment
Percentage for the prior Distribution Date, the Master Servicer shall certify to
the Trust Administrator, based upon information provided by each Servicer as to
the Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Class A Principal 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 Principal Balance: As of any date, an amount equal to
the sum of the Class A Subclass Principal Balances for the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7
Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13
Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16
Certificates, Class A-17 Certificates, Class A-18 Certificates, Class A-19
Certificates, Class A-R Certificates and Class A-LR Certificates.
Class A Principal Distribution Amount: As to any Distribution
Date, an amount equal to the sum of (i) the Class A Principal Amount and (ii)
the Class A-7 Accrual Component Distribution Amount with respect to such
Distribution Date.
Class A Subclass: Any of the Subclasses of Class A
Certificates consisting of the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class
A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15
Certificates, Class A-16 Certificates, Class A-17 Certificates, Class A-18
Certificates, Class A-19 Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Subclass Distribution Amount: As to any Distribution
Date and any Class A Subclass (other than the Class A-7 Certificates), the
amount distributable to such Class A Subclass pursuant to paragraphs first,
second and third clause (A) of Section 4.01(a)(i). As to the Class A-7
Certificates, the sum of (a) with respect to the Class A-7 Accrual Component,
(i) as to any Distribution Date prior to the Cross-Over Date, the amount
distributable to the Class A-7 Certificates with respect to the Class A-7
Accrual Component pursuant to Paragraph third clause (A) of Section 4.01(a)(i)
and (ii) as to any Distribution Date on or after the Cross-Over Date, the amount
distributable to the Class A-7 Certificates with respect to the Class A-7
Accrual Component pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a)(i); (b) with respect to the Class A-7 IO A Component and the
Class A-7 IO B Component, the amount distributable to the Class A-7 Certificates
with respect to the Class A-7 IO A Component and the Class A-7 IO B Component
pursuant to Paragraphs first and second of Section 4.01(a)(i) and (c) with
respect to the Class A-7 PO Component, the amount distributable to the Class A-7
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a)(i).
Class A Subclass Interest Accrual Amount: As to any
Distribution Date and any Class A Subclass (other than the Class A-7
Certificates and Class A-17 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 and
Financial Security 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 and Financial Security on or after the
Cross-Over Date pursuant to Section 4.02(e). As to the Class A-7 Certificates,
the sum of the Component Interest Accrual Amounts for the Class A-7 Accrual
Component, the Class A-7 IO A Component and the Class A-7 IO B Component. The
Class A-17 Certificates have no Class A Subclass Interest Accrual Amount.
Class A Subclass Interest Percentage: As to any Distribution
Date and any Class A Subclass (other than the Class A-7 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 sum of (a) the Class A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class A
Subclass Interest Accrual Amount (other than for the Class A-7 Certificates) and
each Component Interest Accrual Amount) and (b) the Premium Payment (determined
without regard to clause (ii) of the definition of Premium Payment).
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, in the case of the Class A-7 Certificates with
respect to the Class A-7 Accrual Component prior to the Cross-Over Date, the
amount included in the Class A-7 Accrual Component Distribution Amount pursuant
to clause (i) of the definition thereof).
Class A Subclass Loss Percentage: As to any Determination Date
and any Subclass of Class A Certificates (other than the Class A-6, Class A-7,
Class A-8, Class A-9 and Class A-10 Certificates) then outstanding, the
percentage calculated by dividing the Class A Subclass Principal Balance of such
Subclass by the Class A Loss Denominator (determined without regard to any Class
A Subclass Principal Balance of any Class A Subclass (other than the Class A-6,
Class A-7, Class A-8, Class A-9 and Class A-10 Certificates) or Component
Principal Balance of any Class A-6 Component, the Class A-7 Accrual Component,
any Class A-8 Component, any Class A-9 Component or any Class A-10 Component if
it is not then outstanding), in each case determined as of the preceding
Determination Date.
Class A Subclass Pass-Through Rate: As to each Class A
Subclass other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-7,
Class A-9, Class A-10, Class A-16 and Class A-17 Certificates, the Class A Fixed
Pass-Through Rate. As to the Class A-1 Certificates, 6.700% per annum. As to the
Class A-2 Certificates, 7.000% per annum. As to the Class A-3 Certificates,
7.200% per annum. As to the Class A-4 Certificates, 7.375% per annum. As to the
Class A-9 Certificates, 8.500% per annum. As to the Class A-10 Certificates,
7.000% per annum. As to the Class A-16 Certificates, 7.750% per annum. The Class
A-17 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, 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-6, Class A-7, Class A-8, Class A-9 and Class A-10 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 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 and (C) from
the Class A-7 Accrual Component Distribution Amount for such prior Distribution
Dates and (b) all amounts previously allocated to such Class A Subclass with
respect to prior Distribution Dates pursuant to Section 4.02(b). After the
Cross-Over Date, each 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 for such Determination Date without regard
to this sentence over (ii) the difference between (A) the Adjusted Pool Amount
for the preceding Distribution Date and (B) the Adjusted Pool Amount (PO
Portion) for the preceding Distribution Date. As to the Class A-6 Certificates,
the sum of the Component Principal Balances of the Class A-6 Components. As to
the Class A-7 Certificates, the sum of the Component Principal Balances of the
Class A-7 Accrual Component and the Class A-7 PO Component. As to the Class A-8
Certificates, the sum of the Component Principal Balances of the Class A-8
Components. As to the Class A-9 Certificates, the sum of the Component Principal
Balances of the Class A-9 Components. As to the Class A-10 Certificates, the sum
of the Component Principal Balances of the Class A-10 Components.
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, in the case of the Class A-7 Certificates
with respect to the Class A-7 Accrual Component prior to the Cross-Over Date,
the amount included in the Class A-7 Accrual Component Distribution Amount
pursuant to clause (ii) of the definition thereof) on prior Distribution Dates
pursuant to Paragraph second of Section 4.01(a)(i).
Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Subclass Unpaid Interest
Shortfalls for all the Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the
then applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B)
the Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and
the Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-1 and
Exhibit D hereto.
Class A-1 Certificateholder: The registered holder of a Class
A-1 Certificate.
Class A-2 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-2 and
Exhibit D hereto.
Class A-2 Certificateholder: The registered holder of a Class
A-2 Certificate.
Class A-3 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-3 and
Exhibit D hereto.
Class A-3 Certificateholder: The registered holder of a Class
A-3 Certificate.
Class A-4 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-4 and
Exhibit D hereto.
Class A-4 Certificateholder: The registered holder of a Class
A-4 Certificate.
Class A-5 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-5 and
Exhibit D hereto.
Class A-5 Certificateholder: The registered holder of a Class
A-5 Certificate.
Class A-6 A Scheduled Component Loss Percentage: As to any
Determination Date, the percentage calculated by dividing the Component
Principal Balance of the Class A-6 A Scheduled Component by (ii) the Class A
Loss Denominator (determined without regard to any Class A Subclass Principal
Balance of any Class A Subclass (other than the Class A-6, Class A-7, Class A-8,
Class A-9 and Class A-10 Certificates) or Component Principal Balance of any
Class A-6 Component, the Class A-7 Accrual Component, any Class A-8 Component,
any Class A-9 Component or any Class A-10 Component if it is not then
outstanding), in each case determined as of the preceding Determination Date.
Class A-6 A Scheduled Component Principal Balance: As of the
first Determination Date, the Original Class A-6 A Scheduled Component Principal
Balance. As of any subsequent Determination Date prior to the Cross-Over Date,
the Original Class A-6 A Scheduled Component Principal Balance less the sum of
(a) all amounts previously distributed in respect of such Component on prior
Distribution Dates (A) pursuant to Paragraph third clause (A) of Section
4.01(a)(i), (B) as a result of a Principal Adjustment and (C) from the Class A-7
Accrual Component Distribution Amount for such prior Distribution Dates and (b)
all amounts previously allocated to the Class A-6 A Scheduled Component with
respect to prior Distribution Dates pursuant to Section 4.02(b) . After the
Cross-Over Date, the Class A-6 A Scheduled Component Principal Balance will also
be reduced on each Determination Date by an amount equal to the product of the
Class A-6 A Scheduled Component Loss Percentage 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.
Class A-6 B Scheduled Component Loss Percentage: As to any
Determination Date, the percentage calculated by dividing the Component
Principal Balance of the Class A-6 B Scheduled Component by (ii) the Class A
Loss Denominator (determined without regard to any Class A Subclass Principal
Balance of any Class A Subclass (other than the Class A-6, Class A-7, Class A-8,
Class A-9 and Class A-10 Certificates) or Component Principal Balance of any
Class A-6 Component, the Class A-7 Accrual Component, any Class A-8 Component,
any Class A-9 Component or any Class A-10 Component if it is not then
outstanding), in each case determined as of the preceding Determination Date.
Class A-6 B Scheduled Component Principal Balance: As of the
first Determination Date, the Original Class A-6 B Scheduled Component Principal
Balance. As of any subsequent Determination Date prior to the Cross-Over Date,
the Original Class A-6 B Scheduled Component Principal Balance less the sum of
(a) all amounts previously distributed in respect of such Component on prior
Distribution Dates (A) pursuant to Paragraph third clause (A) of Section
4.01(a)(i), (B) as a result of a Principal Adjustment and (C) from the Class A-7
Accrual Component Distribution Amount for such prior Distribution Dates and (b)
all amounts previously allocated to the Class A-6 B Scheduled Component with
respect to prior Distribution Dates pursuant to Section 4.02(b). After the
Cross-Over Date, the Class A-6 B Scheduled Component Principal Balance will also
be reduced on each Determination Date by an amount equal to the product of the
Class A-6 B Scheduled Component Loss Percentage 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.
Class A-6 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-6 and
Exhibit D hereto.
Class A-6 Certificateholder: The registered holder of a Class
A-6 Certificate.
Class A-6 Component: Either of the Class A-6 A Scheduled
Component or Class A-6 B Scheduled Component.
Class A-7 Accrual Component Distribution Amount: As to any
Distribution Date prior to the Cross-Over Date, an amount equal to the sum of
(i) the Component Interest Percentage of the Class A-7 Accrual Component of the
Current Class A Interest Distribution Amount and (ii) the Component Shortfall
Percentage of the Class A-7 Accrual Component of the amount distributed in
respect of the Class A-7 Certificates pursuant to Paragraph second of Section
4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after
the Cross-Over Date, zero.
Class A-7 Accrual 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 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 and Financial Security 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 and Financial Security
on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-7 Accrual Component Loss Percentage: As to any
Determination Date, the percentage calculated by dividing (i) the lesser of the
Class A-7 Accrual Component Principal Balance of such Component and the Original
Class A-7 Accrual Component Principal Balance of such Component by (ii) the
Class A Loss Denominator (determined without regard to any Class A Subclass
Principal Balance of any Class A Subclass (other than the Class A-6, Class A-7,
Class A-8, Class A-9 and Class A-10 Certificates) or Component Principal Balance
of any Class A-6 Component, the Class A-7 Accrual Component, any Class A-8
Component, any Class A-9 Component or any Class A-10 Component if it is not then
outstanding), in each case determined as of the preceding Determination Date.
Class A-7 Accrual Component Principal Accretion Amount: As to
any Distribution Date prior to the Cross-Over Date, an amount equal to the sum
of the amounts calculated pursuant to clauses (i) and (ii) of the definition of
Class A-7 Accrual Component Distribution Amount with respect to such
Distribution Date.
Class A-7 Accrual Component Principal Balance: As of the first
Determination Date, the Original Class A-7 Accrual Component Principal Balance.
As of any subsequent Determination Date prior to the Cross-Over Date, the
Original Class A-7 Accrual Component Principal Balance (increased by the Class
A-7 Accrual Component Principal Accretion Amount with respect to prior
Distribution Dates) less the sum of (a) all amounts previously distributed in
respect of such Component on prior Distribution Dates (A) pursuant to Paragraph
third clause (A) of Section 4.01(a)(i), (B) as a result of a Principal
Adjustment and (C) from the Class A-7 Accrual Component Distribution Amount for
such prior Distribution Dates and (b) all amounts previously allocated to the
Class A-7 Accrual Component with respect to prior Distribution Dates pursuant to
Section 4.02(b). After the Cross-Over Date, the Class A-7 Accrual Component
Principal Balance will also be reduced on each Determination Date by an amount
equal to the product of the Class A-7 Accrual Component Loss Percentage 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.
Class A-7 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-7 and
Exhibit D hereto.
Class A-7 Certificateholder: The registered holder of a Class
A-7 Certificate.
Class A-7 Component: Any of the Class A-7 IO A Component,
Class A-7 IO B Component, Class A-7 Accrual Component or Class A-7 PO Component.
Class A-7 IO A Component Interest Accrual Amount: As to any
Distribution Date, (i) the product of (a) 1/12th of the Component Rate for such
Component and (b) the Class A-7 IO A Component Notional Amount as of 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 and Financial Security 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 and Financial Security
on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-7 IO A Component Notional Amount: As to any
Distribution Date, the product of (i)(a) the excess of 7.500% over the weighted
average of the Class A Subclass Pass-Through Rates of the Class A-1, Class A-2,
Class A-3 and Class A-4 Certificates divided by (b) 7.500% and (ii) the sum of
the Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3
and Class A-4 Certificates.
Class A-7 IO B Component Interest Accrual Amount: As to any
Distribution Date, (i) the product of (a) 1/12th of the difference between (A)
the weighted average of the Net Mortgage Interest Rates of the Premium Mortgage
Loans as of the first day of the month preceding the month in which such
Distribution Date occurs and (B) 7.500% and (b) the Class A-7 IO B Component
Notional Amount 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 and Financial Security 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 and
Financial Security on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-7 IO B Component Notional Amount: As to any
Distribution Date, the aggregate Scheduled Principal Balance of the Premium
Mortgage Loans as of such Distribution Date.
Class A-7 PO Component Deferred Amount: For any Distribution
Date prior to the Cross-Over Date, the difference between (A) the sum of (i) the
amount by which the sum of the Class A-7 PO Component Optimal Principal Amounts
for all prior Distribution Dates exceeded the amounts distributed on the Class
A-7 Certificates with respect to the Class A-7 PO Component on such prior
Distribution Dates pursuant to Paragraph third clause (B) of Section 4.01(a)(i)
and (ii) the sum of the product for each Discount Mortgage Loan which became a
Liquidated Loan at any time through the end 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-7 Certificates with respect to the
Class A-7 PO Component on prior Distribution Dates pursuant to Paragraph fourth
of Section 4.01(a)(i). On and after the Cross-Over Date, the Class A-7 PO
Component Deferred Amount will be zero. No interest will accrue on any Class A-7
PO Component Deferred Amount.
Class A-7 PO Component Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum as to each Outstanding Mortgage
Loan, of the product of (x) the PO Fraction with respect to such Mortgage Loan
and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on
the Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by
a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan
that was repurchased by the Seller during such preceding month pursuant
to Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such
Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over
the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan.
Class A-7 PO Component Principal Balance: As of the first
Determination Date, the Original Class A-7 PO Component Principal Balance. As of
any subsequent Determination Date prior to the Cross-Over Date, the Original
Class A-7 PO Component Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class A-7 PO Component on prior
Distribution Dates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a)(i) and (b) the Realized Losses previously allocated to the Class A-7 PO
Component pursuant to Section 4.02(b). On or after the Cross-Over Date, the
Class A-7 PO Component Principal Balance will also be reduced on each
Determination Date by an amount equal to the difference, if any, between the
Class A-7 PO Component Principal Balance as of such Determination Date and the
Adjusted Pool Amount (PO Portion) as of the preceding Distribution Date.
Class A-7 PO Component Principal Distribution Amount: As to
any Distribution Date, the aggregate amount distributable to the Class A-7
Certificates with respect to the Class A-7 PO Component pursuant to Paragraphs
third clause (B) and fourth of Section 4.01(a)(i) on such Distribution Date.
Class A-8 A Component Loss Percentage: As to any Determination
Date, the percentage calculated by dividing the Component Principal Balance of
the Class A-8 A Component by (ii) the Class A Loss Denominator (determined
without regard to any Class A Subclass Principal Balance of any Class A Subclass
(other than the Class A-6, Class A-7, Class A-8, Class A-9 and Class A-10
Certificates) or Component Principal Balance of any Class A-6 Component, the
Class A-7 Accrual Component, any Class A-8 Component, any Class A-9 Component or
any Class A-10 Component if it is not then outstanding), in each case determined
as of the preceding Determination Date.
Class A-8 A Component Principal Balance: As of the first
Determination Date, the Original Class A-8 A Component Principal Balance. As of
any subsequent Determination Date prior to the Cross-Over Date, the Original
Class A-8 A Component Principal Balance less the sum of (a) all amounts
previously distributed in respect of such Component on prior Distribution Dates
(A) pursuant to Paragraph third clause (A) of Section 4.01(a)(i), (B) as a
result of a Principal Adjustment and (C) from the Class A-7 Accrual Component
Distribution Amount for such prior Distribution Dates and (b) all amounts
previously allocated to the Class A-8 A Component with respect to prior
Distribution Dates pursuant to Section 4.02(b). After the Cross-Over Date, the
Class A-8 A Component Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A-8 A
Component Loss Percentage 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.
Class A-8 B Component Loss Percentage: As to any Determination
Date, the percentage calculated by dividing the Component Principal Balance of
the Class A-8 B Component by (ii) the Class A Loss Denominator (determined
without regard to any Class A Subclass Principal Balance of any Class A Subclass
(other than the Class A-6, Class A-7, Class A-8, Class A-9 and Class A-10
Certificates) or Component Principal Balance of any Class A-6 Component, the
Class A-7 Accrual Component, any Class A-8 Component, any Class A-9 Component or
any Class A-10 Component if it is not then outstanding), in each case determined
as of the preceding Determination Date.
Class A-8 B Component Principal Balance: As of the first
Determination Date, the Original Class A-8 B Component Principal Balance. As of
any subsequent Determination Date prior to the Cross-Over Date, the Original
Class A-8 B Component Principal Balance less the sum of (a) all amounts
previously distributed in respect of such Component on prior Distribution Dates
(A) pursuant to Paragraph third clause (A) of Section 4.01(a)(i), (B) as a
result of a Principal Adjustment and (C) from the Class A-7 Accrual Component
Distribution Amount for such prior Distribution Dates and (b) all amounts
previously allocated to the Class A-8 B Component with respect to prior
Distribution Dates pursuant to Section 4.02(b). After the Cross-Over Date, the
Class A-8 B Component Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A-8 B
Component Loss Percentage 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.
Class A-8 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-8 and
Exhibit D hereto.
Class A-8 Certificateholder: The registered holder of a Class
A-8 Certificate.
Class A-8 Component: Either of the Class A-8 A Component or
Class A-8 B Component.
Class A-9 A Component Loss Percentage: As to any Determination
Date, the percentage calculated by dividing the Component Principal Balance of
the Class A-9 A Component by (ii) the Class A Loss Denominator (determined
without regard to any Class A Subclass Principal Balance of any Class A Subclass
(other than the Class A-6, Class A-7, Class A-8, Class A-9 and Class A-10
Certificates) or Component Principal Balance of any Class A-6 Component, the
Class A-7 Accrual Component, any Class A-8 Component, any Class A-9 Component or
any Class A-10 Component if it is not then outstanding), in each case determined
as of the preceding Determination Date.
Class A-9 A Component Principal Balance: As of the first
Determination Date, the Original Class A-9 A Component Principal Balance. As of
any subsequent Determination Date prior to the Cross-Over Date, the Original
Class A-9 A Component Principal Balance less the sum of (a) all amounts
previously distributed in respect of such Component on prior Distribution Dates
(A) pursuant to Paragraph third clause (A) of Section 4.01(a)(i), (B) as a
result of a Principal Adjustment and (C) from the Class A-7 Accrual Component
Distribution Amount for such prior Distribution Dates and (b) all amounts
previously allocated to the Class A-9 A Component with respect to prior
Distribution Dates pursuant to Section 4.02(b). After the Cross-Over Date, the
Class A-9 A Component Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A-9 A
Component Loss Percentage 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.
Class A-9 B Component Loss Percentage: As to any Determination
Date, the percentage calculated by dividing the Component Principal Balance of
the Class A-9 B Component by (ii) the Class A Loss Denominator (determined
without regard to any Class A Subclass Principal Balance of any Class A Subclass
(other than the Class A-6, Class A-7, Class A-8, Class A-9 and Class A-10
Certificates) or Component Principal Balance of any Class A-6 Component, the
Class A-7 Accrual Component, any Class A-8 Component, any Class A-9 Component or
any Class A-10 Component if it is not then outstanding), in each case determined
as of the preceding Determination Date.
Class A-9 B Component Principal Balance: As of the first
Determination Date, the Original Class A-9 B Component Principal Balance. As of
any subsequent Determination Date prior to the Cross-Over Date, the Original
Class A-9 B Component Principal Balance less the sum of (a) all amounts
previously distributed in respect of such Component on prior Distribution Dates
(A) pursuant to Paragraph third clause (A) of Section 4.01(a)(i), (B) as a
result of a Principal Adjustment and (C) from the Class A-7 Accrual Component
Distribution Amount for such prior Distribution Dates and (b) all amounts
previously allocated to the Class A-9 B Component with respect to prior
Distribution Dates pursuant to Section 4.02(b). After the Cross-Over Date, the
Class A-9 B Component Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A-9 B
Component Loss Percentage 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.
Class A-9 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-9 and
Exhibit D hereto.
Class A-9 Certificateholder: The registered holder of a Class
A-9 Certificate.
Class A-9 Component: Either of the Class A-9 A Component or
Class A-9 B Component.
Class A-10 A Component Loss Percentage: As to any
Determination Date, the percentage calculated by dividing the Component
Principal Balance of the Class A-10 A Component by (ii) the Class A Loss
Denominator (determined without regard to any Class A Subclass Principal Balance
of any Class A Subclass (other than the Class A-6, Class A-7, Class A-8, Class
A-9 and Class A-10 Certificates) or Component Principal Balance of any Class A-6
Component, the Class A-7 Accrual Component, any Class A-8 Component, any Class
A-9 Component or any Class A-10 Component if it is not then outstanding), in
each case determined as of the preceding Determination Date.
Class A-10 A Component Principal Balance: As of the first
Determination Date, the Original Class A-10 A Component Principal Balance. As of
any subsequent Determination Date prior to the Cross-Over Date, the Original
Class A-10 A Component Principal Balance less the sum of (a) all amounts
previously distributed in respect of such Component on prior Distribution Dates
(A) pursuant to Paragraph third clause (A) of Section 4.01(a)(i), (B) as a
result of a Principal Adjustment and (C) from the Class A-7 Accrual Component
Distribution Amount for such prior Distribution Dates and (b) all amounts
previously allocated to the Class A-10 A Component with respect to prior
Distribution Dates pursuant to Section 4.02(b). After the Cross-Over Date, the
Class A-10 A Component Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A-10 A
Component Loss Percentage 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.
Class A-10 B Component Loss Percentage: As to any
Determination Date, the percentage calculated by dividing the Component
Principal Balance of the Class A-10 B Component by (ii) the Class A Loss
Denominator (determined without regard to any Class A Subclass Principal Balance
of any Class A Subclass (other than the Class A-6, Class A-7, Class A-8, Class
A-9 and Class A-10 Certificates) or Component Principal Balance of any Class A-6
Component, the Class A-7 Accrual Component, any Class A-8 Component, any Class
A-9 Component or any Class A-10 Component if it is not then outstanding), in
each case determined as of the preceding Determination Date.
Class A-10 B Component Principal Balance: As of the first
Determination Date, the Original Class A-10 B Component Principal Balance. As of
any subsequent Determination Date prior to the Cross-Over Date, the Original
Class A-10 B Component Principal Balance less the sum of (a) all amounts
previously distributed in respect of such Component on prior Distribution Dates
(A) pursuant to Paragraph third clause (A) of Section 4.01(a)(i), (B) as a
result of a Principal Adjustment and (C) from the Class A-7 Accrual Component
Distribution Amount for such prior Distribution Dates and (b) all amounts
previously allocated to the Class A-10 B Component with respect to prior
Distribution Dates pursuant to Section 4.02(b). After the Cross-Over Date, the
Class A-10 B Component Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A-10 B
Component Loss Percentage 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.
Class A-10 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-10 and
Exhibit D hereto.
Class A-10 Certificateholder: The registered holder of a Class
A-10 Certificate.
Class A-10 Component: Either of the Class A-10 A Component or
Class A-10 B Component.
Class A-11 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-11 and
Exhibit D hereto.
Class A-11 Certificateholder: The registered holder of a Class
A-11 Certificate.
Class A-12 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-12 and
Exhibit D hereto.
Class A-12 Certificateholder: The registered holder of a Class
A-12 Certificate.
Class A-13 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-13 and
Exhibit D hereto.
Class A-13 Certificateholder: The registered holder of a Class
A-13 Certificate.
Class A-14 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-14 and
Exhibit D hereto.
Class A-14 Certificateholder: The registered holder of a Class
A-14 Certificate.
Class A-15 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-15 and
Exhibit D hereto.
Class A-15 Certificateholder: The registered holder of a Class
A-15 Certificate.
Class A-16 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-16 and
Exhibit D hereto.
Class A-16 Certificateholder: The registered holder of a Class
A-16 Certificate.
Class A-16 Distribution Deficiency: With respect to the Class
A-16 Certificates on each Distribution Date, the sum of (i) the Class A-16
Interest Loss Amount for such Distribution Date and (ii) the Class A-16
Principal Loss Amount for such Distribution Date.
Class A-16 Interest Loss Amount: As to any Distribution Date,
the excess, if any, of (i) the Class A Subclass Interest Accrual Amount of the
Class A-16 Certificates (determined without regard to clause (ii) of the
definition thereof), net of any Non-Supported Interest Shortfalls allocated to
the Class A-16 Certificates that are covered by the Reserve Fund over (ii) the
amount available to be distributed in respect of the Class A-16 Certificates on
such Distribution Date pursuant to Paragraph first of Section 4.01(a)(i).
Class A-16 Policy: The irrevocable Financial Guaranty
Insurance Policy No. 50487-B-N, including any endorsements thereto, issued by
Financial Security with respect to the Class A-16 Certificates, in the form
attached hereto as Exhibit N.
Class A-16 Principal Loss Amount: As to any Distribution Date,
the sum of, without duplication, (i) the Class A Subclass Loss Percentage of the
Class A-16 Certificates of the principal portion of Realized Losses allocated to
the Class A Certificates (other than the Class A-7 Certificate with respect to
the Class A-7 PO Component) with respect to such Distribution Date pursuant to
Section 4.02(b) and (ii) any amount allocated to the Class A-16 Certificates
after the Cross-Over Date with respect to such Distribution Date pursuant to the
third sentence in the definition of Class A Subclass Principal Balance.
Class A-17 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-17 and
Exhibit D hereto.
Class A-17 Certificateholder: The registered holder of a Class
A-17 Certificate.
Class A-18 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-18 and
Exhibit D hereto.
Class A-18 Certificateholder: The registered holder of a Class
A-18 Certificate.
Class A-18 Percentage: The Class A Subclass Principal Balance
of the Class A-18 Certificates divided by the Pool Balance (Non-PO Portion).
Class A-18 Prepayment Shift Percentage: The Class A-18
Prepayment Shift Percentage for any Distribution Date will be the percentage
indicated below:
Distribution Date Occurring In Class A-18 Prepayment Shift Percentage
August 1996 through July 2001................... 0%
August 2001 through July 2002................... 30%
August 2002 through July 2003................... 40%
August 2003 through July 2004................... 60%
August 2004 through July 2005................... 80%
August 2005 and thereafter...................... 100%
Class A-18 Priority Amount: For any Distribution Date, the
lesser of (i) the Class A Subclass Principal Balance of the Class A-18
Certificates and (ii) the sum of (A) the product of (1) the Class A-18
Percentage, (2) the Class A-18 Scheduled Percentage and (3) the Unscheduled
Principal Amount.
Class A-18 Scheduled Percentage: The Class A-18 Scheduled
Percentage for any Distribution Date will be the percentage indicated below:
Distribution Date Occurring In Class A-18 Scheduled Percentage
August 1996 through July 2001..................... 0%
August 2001 and thereafter........................ 100%
Class A-19 Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-19 and
Exhibit D hereto.
Class A-19 Certificateholder: The registered holder of a Class
A-19 Certificate.
Class A-19 Distribution Deficiency: With respect to the Class
A-19 Certificates on each Distribution Date, the sum of (i) the Class A-19
Interest Loss Amount for such Distribution Date and (ii) the Class A-19
Principal Loss Amount for such Distribution Date.
Class A-19 Interest Loss Amount: As to any Distribution Date,
the excess, if any, of (i) the Class A Subclass Interest Accrual Amount of the
Class A-19 Certificates (determined without regard to clause (ii) of the
definition thereof), net of any Non-Supported Interest Shortfalls allocated to
the Class A-19 Certificates that are covered by the Reserve Fund over (ii) the
amount available to be distributed in respect of the Class A-19 Certificates on
such Distribution Date pursuant to Paragraph first of Section 4.01(a)(i).
Class A-19 Policy: The irrevocable Financial Guaranty
Insurance Policy No. 50487-A-N, including any endorsements thereto, issued by
Financial Security with respect to the Class A-19 Certificates, in the form
attached hereto as Exhibit O.
Class A-19 Principal Loss Amount: As to any Distribution Date,
the sum of, without duplication, (i) the Class A Subclass Loss Percentage of the
Class A-19 Certificates of the principal portion of Realized Losses allocated to
the Class A Certificates (other than the Class A-7 Certificate with respect to
the Class A-7 PO Component) with respect to such Distribution Date pursuant to
Section 4.02(b) and (ii) any amount allocated to the Class A-19 Certificates
after the Cross-Over Date with respect to such Distribution Date pursuant to the
third sentence in the definition of Class A Subclass Principal Balance.
Class A-L1 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L1 Interest Fraction: As of any Distribution Date, the
fraction the numerator of which is an amount equal to the product of (i) 1/12th
of 6.700% and (ii) 10.666666666% of the Class A Subclass Principal Balance of
the Class A-1 Certificates and the denominator of which is the Class A-7 IO A
Interest Accrual Amount.
Class A-L2 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest Fraction: As of any Distribution Date, the
fraction the numerator of which is an amount equal to the product of (i) 1/12th
of 7.000% and (ii) 6.6666666% of the Class A Subclass Principal Balance of the
Class A-2 Certificates and the denominator of which is the Class A-7 IO A
Interest Accrual Amount.
Class A-L3 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L3 Interest Fraction: As of any Distribution Date, the
fraction the numerator of which is an amount equal to the product of (i) 1/12th
of 7.200% and (ii) 4.00000000% of the Class A Subclass Principal Balance of the
Class A-3 Certificates and the denominator of which is the Class A-7 IO A
Interest Accrual Amount.
Class A-L4 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L4 Interest Fraction: As of any Distribution Date, the
fraction the numerator of which is an amount equal to the product of (i) 1/12th
of 7.375% and (ii) 1.6666667% of the Class A Subclass Principal Balance of the
Class A-4 Certificates and the denominator of which is the Class A-7 IO A
Interest Accrual Amount.
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-L7A 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-L7B 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-L16 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-L17 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-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-R and Exhibit D hereto.
Class A-R Certificateholder: The registered holder of the
Class A-R Certificate.
Class AP-L Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class B Certificate: Any one of the Class B-1 Certificates,
Class B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class
B-5 Certificates or Class B-6 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, 7.500%
per annum.
Class B Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Percentage for
such date.
Class B Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
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, Class B-5 Principal Balance
and Class B-6 Principal Balance.
Class B Subclass: Any of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Subclass Distribution Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 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, Class B-5
Interest Shortfall Amount or Class B-6 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,
Class B-5 Percentage or Class B-6 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, Class B-5 Prepayment Percentage or
Class B-6 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, Class B-5 Principal Balance or Class B-6 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, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit D hereto.
Class B-1 Certificateholder: The registered holder of a Class
B-1 Certificate.
Class B-1 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-1 Certificates pursuant
to Paragraphs fifth, sixth and seventh 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 fifth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y)
the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Class B 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 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).
Class B-1 Prepayment Percentage: As to any Distribution Date,
the percentage calculated by multiplying (i) the Class B 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 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).
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 seventh
of Section 4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the
Realized Losses previously allocated 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 Non-PO Principal Balance and the
Class A-7 PO Component 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 sixth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit D hereto.
Class B-2 Certificateholder: The registered holder of a Class
B-2 Certificate.
Class B-2 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-2 Certificates pursuant
to Paragraphs eighth, ninth and tenth 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 eighth of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y)
the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Class B 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 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 Class B 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 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 tenth of
Section 4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the
Realized Losses previously allocated 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 Non-PO Principal Balance, the
Class A-7 PO Component 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 ninth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit D hereto.
Class B-3 Certificateholder: The registered holder of a Class
B-3 Certificate.
Class B-3 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-3 Certificates pursuant
to Paragraphs eleventh, twelfth and thirteenth 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 eleventh of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y)
the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Class B 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 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 Class B 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 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
thirteenth of Section 4.01(a)(i) and (B) as a result of a Principal Adjustment
and (b) the Realized Losses previously 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 Non-PO Principal
Balance, the Class A-7 PO Component 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 twelfth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit D hereto.
Class B-4 Certificateholder: The registered holder of a Class
B-4 Certificate.
Class B-4 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-4 Certificates pursuant
to Paragraphs fourteenth, fifteenth and sixteenth 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 fourteenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y)
the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Class B 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 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 Class B 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 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 sixteenth
of Section 4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the
Realized Losses previously allocated 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 Non-PO Principal Balance, the
Class A-7 PO Component 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 fifteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit D hereto.
Class B-5 Certificateholder: The registered holder of a Class
B-5 Certificate.
Class B-5 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-5 Certificates pursuant
to Paragraphs seventeenth, eighteenth, and nineteenth 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 seventeenth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y)
the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Class B 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 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 Class B 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 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 (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 previously allocated 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 Non-PO Principal
Balance, the Class A-7 PO Component 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 eighteenth of Section 4.01(a)(i).
Class B-6 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-6 and
Exhibit D hereto.
Class B-6 Certificateholder: The registered holder of a Class
B-6 Certificate.
Class B-6 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-6 Certificates pursuant
to Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a)(i).
Class B-6 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Class B Subclass Interest Accrual Amount of the
Class B-6 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-6 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class B-6 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-6 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-6 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-6 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-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Class B Percentage by (ii) a fraction, the numerator of which is the Class B-6
Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of 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-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-6
Percentage for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Class B Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-6 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of 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-6 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination
Date, the Original Class B-6 Principal Balance. As of any subsequent
Determination Date, the lesser of (i) the Original Class B-6 Principal Balance
less the sum of (a) all amounts previously distributed in respect of the Class
B-6 Certificates on prior Distribution Dates pursuant to Paragraph twenty-second
of Section 4.01(a)(i) and (b) the Realized Losses previously allocated to the
Class B-6 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 Non-PO
Principal Balance, the Class A-7 PO Component 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 as
of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-6 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-6 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 B-L6 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
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 Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
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 11.35.
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.
Co-op Shares: Shares issued by private non-profit housing
corporations.
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-6 A Scheduled Component,
Class A-6 B Scheduled Component, Class A-7 IO A Component, Class A-7 IO B
Component, Class A-7 Accrual Component, Class A-7 PO Component, Class A-8 A
Component, Class A-8 B Component, Class A-9 A Component, Class A-9 B Component,
Class A-10 A Component or Class A-10 B Component.
Component Interest Accrual Amount: Each of the Class A-7 IO A
Component Interest Accrual Amount, the Class A-7 IO B Component Interest Accrual
Amount and the Class A-7 Accrual Component Interest Accrual Amount.
Component Interest Percentage: As to any Distribution Date and
Class A-7 Component (other than the Class A-7 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 sum
of (a) the Class A Interest Accrual Amount (determined without regard to clause
(ii) of the definition of each Class A Subclass Interest Accrual Amount (other
than for the Class A-7 Certificates) and each Component Interest Accrual Amount)
and (b) the Premium Payment (determined without regard to clause (ii) of the
definition thereof).
Component Interest Shortfall Amount: As to any Distribution
Date and Class A-7 Component (other than the Class A-7 PO Component), the
product of (a) the Class A Subclass Interest Shortfall Amount of the Class A-7
Certificates for such Distribution Date and (b) a fraction, the numerator of
which is the applicable Component Interest Accrual Amount and the denominator of
which is the Class A Subclass Interest Accrual Amount of the Class A-7
Certificates.
Component Interest Shortfall Distribution: As to any
Distribution Date and Class A-7 Component (other than the Class A-7 PO
Component), the product of (i) the amount that would be distributable in respect
of the Class A-7 Certificates with respect to such Distribution Date pursuant to
Paragraph second of Section 4.01(a)(i) without regard to the proviso set forth
in such Paragraph and (ii) the Component Shortfall Percentage for such
Distribution Date.
Component Principal Balance: Each of the Class A-6 A Scheduled
Component Principal Balance, Class A-6 B Scheduled Component Principal Balance,
Class A-7 Accrual Component Principal Balance, Class A-7 PO Component Principal
Balance, Class A-8 A Component Principal Balance, Class A-8 B Component
Principal Balance Class A-9 A Component Principal Balance, Class A-9 B Component
Principal Balance, Class A-10 A Component Principal Balance and Class A-10 B
Component Principal Balance.
Component: As to any Distribution Date and for each of the
Class A-7 IO A Component and the Class A-7 Accrual Component, 7.500% per annum.
Component Shortfall Percentage: As to any Distribution Date
and Class A-7 Component (other than the Class A-7 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-7
Certificates, in each case determined as of the Business Day preceding the
applicable Distribution Date.
Component Unpaid Interest Shortfall: As to any Distribution
Date and Class A-7 Component (other than the Class A-7 PO Component), the
product of (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.
Corporate Trust Office: The principal office of the Trust
Administrator or the Trustee, as the case may be, at which at any particular
time its corporate trust business shall be administered, which office, with
respect to the Trust Administrator, at the date of the execution of this
instrument is located at 180 East Fifth Street, St. Paul, Minnesota 55101 and,
with respect to the Trustee, at the date of the execution of this instrument is
located at 615 East Michigan Street, Lewis Center, 4th Floor, Milwaukee,
Wisconsin 53202.
Corresponding Upper-Tier Class or Component: As to the
following Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier
Class, Classes or Components, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class
or Component
Class A-L1 Interest Class A-1 Certificates
Class A-L2 Interest Class A-2 Certificates
Class A-L3 Interest Class A-3 Certificates
Class A-L4 Interest Class A-4 Certificates
Class A-L5 Interest Class A-5 Certificates,
Class A-6 Certificates,
Class A-8 Certificates,
Class A-11 Certificates,
Class A-12 Certificates,
Class A-13 Certificates,
Class A-14 Certificates,
Class A-15 Certificates,
Class A-18 Certificates
and Class A-19 Certificates
Class A-L7A Interest Class A-7 Accrual Component
Class A-L7B Interest Class A-7 IO B Component
Class A-L9 Interest Class A-9 Certificates
Class A-L10 Interest Class A-10 Certificates
Class A-L16 Interest Class A-16 Certificates
Class A-L17 Interest Class A-17 Certificates
Class AP-L Interest Class A-7 PO 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 B-L6 Interest Class B-6 Certificates
Countrywide Servicing Agreement: The Servicing Agreement among
Norwest Mortgage (as successor to PHMC), Norwest Bank Minnesota, National
Association (as successor to Securitized Asset Services Corporation) and
Countrywide Home Loans, Inc. (formerly known as Countrywide Funding Corporation)
dated as of October 10, 1994.
Cross-Over Date: The first Distribution Date with respect to
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
and the Premium Payment 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 fifth, 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, Class B-5 and Class B-6 Certificates by the sum of the
Class A Non-PO 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, Class B-5 and Class B-6 Certificates by the sum of the Class A Non-PO
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,
Class B-5 and Class B-6 Certificates by the sum of the Class A Non-PO 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 sum of the Class B Subclass Principal Balance of the Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-4 Fractional Interest.
Current Class B-5 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-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-5 Fractional
Interest.
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, a Servicer and the
Trust Administrator, substantially in the form of Exhibit E hereto, as the same
may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined
in each of the Servicing Agreements, with respect to the Mortgage Loans. In
determining whether the Custodial P&I Account under any Servicing Agreement is
"acceptable" to the Master Servicer (as may be required by the definition of
"Eligible Account" contained in the Servicing Agreements), the Master Servicer
shall require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter
the Custodian, if any, hereafter appointed by the Trust Administrator pursuant
to Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance
of the Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid principal balance as of the close of business on the Cut-Off Date (but
without giving effect to any Unscheduled Principal Receipts received or applied
on the Cut-Off Date), reduced by all payments of principal due on or before the
Cut-Off Date and not paid, and increased by scheduled monthly payments of
principal due after the Cut-Off Date but received by the related Servicer on or
before the Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deceased Holder: A Beneficial Owner of a Class A-16 or Class
A-19 Certificate who was living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other person empowered to act on
behalf of a deceased Beneficial Owner causes to be furnished to the Clearing
Agency evidence of death satisfactory to the Trust Administrator and any tax
waivers requested by the Trust Administrator.
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 representing the principal portion of the Cut-Off Date
Aggregate Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the
related Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage
Interest Rate of less than 7.500%.
Distribution Date: The 25th day of any month, beginning in the
month following the month of initial issuance of the Certificates, or if such
25th day is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the
month in which the Monthly Payment on such Mortgage Loan is scheduled to be
paid.
Eligible Account: One or more accounts (i) that are maintained
with a depository institution (which may be the Master Servicer) whose long-term
debt obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either 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) (or, in the case of the Class A-16 and Class A-19
Certificates, without giving effect to the guaranty provided by
Financial Security) 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) (or, in the case of the Class A-16 and
Class A-19 Certificates, without giving effect to the guaranty provided
by Financial Security) 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) (or, in the case of
the Class A-16 and Class A-19 Certificates, without giving effect to
the guaranty provided by Financial Security) 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) (or, in the case of the Class A-16 and Class A-19
Certificates, without giving effect to the guaranty provided by
Financial Security) 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) (or, in the case of the Class A-16 and Class A-19
Certificates, without giving effect to the guaranty provided by
Financial Security) 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. [Norwest Non-Frederick
Serviced Mortgage Loans]
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. [Norwest
Frederick-Serviced Mortgage Loans]
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.
Financial Security: Financial Security Assurance Inc., a New
York monoline insurance company or any successor thereto.
Financial Security Contact Person: The officer designated by
the Master Servicer to provide information to Financial Security pursuant to
Section 4.07(g). The initial Financial Security Contact Person is appointed in
Section 11.40.
Financial Security Default: The existence and continuance of
any of the following:
(a) Financial Security fails to make a payment
required under a Policy in accordance with its terms;
(b) Financial Security (A) files any petition or
commences any case or proceeding under any provision or
similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization, (B)
makes a general assignment for the benefit of its creditors,
or (C) has an order for relief entered against it under the
United States Bankruptcy Code or any other similar federal or
state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization which is final and
nonappealable; or
(c) a court of competent jurisdiction, the New York
Department of Insurance or other competent regulatory
authority enters a final and nonappealable order, judgment or
decree (1) appointing a custodian, trustee, agent or receiver
for Financial Security or for all or any material portion of
its property or (2) authorizing the taking of possession by a
custodian, trustee, agent or receiver of Financial Security
(or the taking of possession of all or any material portion of
the property of Financial Security).
Fitch: Fitch Investors Service, L.P., or its successor in
interest.
FNMA: The Federal National Mortgage Association 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.
400% SPA Targeted Balance: As defined in Section 4.01(b).
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 $12,111,270.73 minus the aggregate amount of
Fraud Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) since the Cut-Off Date, and (Y) from the first through fifth
anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Amount as of the most recent anniversary of the Cut-Off Date and (b)
1.00% of the aggregate outstanding principal balance of all of the Mortgage
Loans as of the most recent anniversary of the Cut-Off Date minus (2) the Fraud
Losses allocated solely to the Class B Certificates in accordance with Section
4.02(a) since the most recent anniversary of the Cut-Off Date. On and after the
Cross-Over Date or after the fifth anniversary of the Cut-Off Date the Fraud
Loss Amount shall be zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Group I Certificates and Components: The Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-5 Certificates, Class A-11 Certificates, Class A-R
Certificate, Class A-LR Certificate, Class A-6 Components, Class A-7 Accrual
Component, Class A-8 Components, Class A-9 Components and Class A-10 Components.
Group I Percentage: As specified in Section 11.19.
Group I Principal Distribution Amount: For any Distribution
Date, the sum of (a) the product of (i) the Group I Percentage and (ii) the
Class A Principal Amount for such Distribution Date and (b) the Class A-7
Accrual Component Distribution Amount for such Distribution Date.
Group II Certificates: The Class A-12 Certificates, Class A-13
Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16
Certificates, Class A-17, Class A-18 Certificates and Class A-19 Certificates.
Group II Percentage: As specified in Section 11.20.
Group II Principal Distribution Amount: For any Distribution
Date, the product of (a) the Group II Percentage and (b) the Class A Principal
Amount for such Distribution Date.
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, partner, director or person performing similar functions.
Individual Class A-16 Certificate: A Class A-16 Certificate
which evidences $1,000 original principal balance.
Individual Class A-19 Certificate: A Class A-19 Certificate
which evidences $1,000 original principal balance.
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.
Lehman Brothers: Lehman Brothers Inc., or its successor in
interest.
Liquidated Loan: A Mortgage Loan with respect to which the
related Mortgaged Property has been acquired, liquidated or foreclosed and with
respect to which the applicable Servicer determines that all Liquidation
Proceeds which it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection with the liquidation of any defaulted Mortgage Loan or property
acquired in respect thereof (including, without limitation, legal fees and
expenses, committee or referee fees, and, if applicable, brokerage commissions
and conveyance taxes), any unreimbursed advances expended by such Servicer
pursuant to its Servicing Agreement or the Master Servicer or Trust
Administrator pursuant hereto respecting the related Mortgage Loan, including
any unreimbursed advances for real property taxes or for property restoration or
preservation of the related Mortgaged Property. Liquidation Expenses shall not
include any previously incurred expenses in respect of an REO Mortgage Loan
which have been netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer
(including Insurance Proceeds) in connection with the liquidation of defaulted
Mortgage Loans or property acquired in respect thereof, whether through
foreclosure, sale or otherwise, including payments in connection with such
Mortgage Loans received from the Mortgagor, other than amounts required to be
paid to the Mortgagor pursuant to the terms of the applicable Mortgage or to be
applied otherwise pursuant to law.
Living Holder: Beneficial Owners of the Class A-16 or Class
A-19 Certificates other than Deceased Holders.
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 and the Rounding
Account, the insurance policies, if any, relating to a Mortgage Loan, property
which secured a Mortgage Loan and which has been acquired by foreclosure or deed
in lieu of foreclosure and the rights of the Trust Administrator, on behalf of
the Trustee, under the Reserve Fund and the Policies.
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 11.21.
Mid-Month Receipt Period: With respect to each Distribution
Date, the one month period beginning on the Determination 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.
Mortgage: The mortgage, deed of trust or other instrument
creating a first lien on Mortgaged Property securing a Mortgage Note together
with any Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate at which interest accrues on the unpaid principal balance thereof as set
forth in the related Mortgage Note, which rate is as indicated on the Mortgage
Loan Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the
Mortgage Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans
transferred to the Trust Administrator on the Closing Date as part of the Trust
Estate and attached hereto as Exhibits F-1, F-2 and F-3, which list may be
amended following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Section 2.02 or 2.03 and which list shall set forth at a minimum the
following information of the close of business on the Cut-Off Date (or, with
respect to Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged
Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee; and
(xvi) for Mortgage Loans identified on Exhibit F-3, the
name of the Servicer with respect thereto.
Such schedule may consist of multiple reports that
collectively set forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned to the Trust Administrator on the Closing Date pursuant to Section 2.01
and any mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in
each case as from time to time are included in the Trust Estate as identified in
the Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan together with
any related Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may include Co-op Shares.
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 11.39 with
respect to such Mortgage Loan and (b) the Master Servicing Fee Rate, as set
forth in Section 11.21 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 7.500%.
Non-PO Voting Interest: The ratio obtained by dividing the
Pool Balance (Non-PO Portion) by the sum of the Pool Balance (Non-PO Portion)
and the Pool Balance (PO Portion).
Nonrecoverable Advance: Any portion of a Periodic Advance
previously made or proposed to be made in respect of a Mortgage Loan which has
not been previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer or the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trustee or, in the case of a Master Servicer or Trust
Administrator determination, an Officer's Certificate of the Master Servicer or
the Trust Administrator delivered to the Trustee, in each case detailing the
reasons for such determination.
Non-Supported Interest Shortfall: With respect to any
Distribution Date, the excess, if any, of the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating Interest with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Cross-Over Date, the Non-Supported Interest Shortfall
determined pursuant to the preceding sentence will be increased by the amount of
any Cross-Over Date Interest Shortfall for such Distribution Date. Any
Non-Supported Interest Shortfall will be allocated to (a) the Class A
Certificates according to the percentage obtained by dividing the Class A Non-PO
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance and (b) 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 and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Norwest Mortgage: Norwest Mortgage, Inc.
Norwest Mortgage Correspondents: The entities, other than
PHMC, 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.
Notice of Claim: The notice to be delivered by the Trust
Administrator, on behalf of the Trustee, to Financial Security with respect to
any Distribution Date as to which there is a Class A-16 Distribution Deficiency
or Class A-19 Distribution Deficiency, which shall be in the form attached to
the applicable Policy.
Officers' Certificate: With respect to any Person, a
certificate signed by the Chairman of the Board, the President or a Vice
President, and by the Treasurer, the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of such Person (or, in the case of a Person
which is not a corporation, signed by the person or persons having like
responsibilities), and delivered to the Trustee or the Trust Administrator, as
the case may be.
175% SPA Targeted Balance: As defined in Section 4.01(b).
Opinion of Counsel: A written opinion of counsel, who may be
outside or salaried counsel for the Seller, a Servicer or the Master Servicer,
or any affiliate of the Seller, a Servicer or the Master Servicer, acceptable to
the Trustee if such opinion is to be delivered to the Trustee, or acceptable to
the Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class B Subclass
and any Distribution Date, an Optimal Adjustment Event will occur with respect
to such Subclass if: (i) the principal balance of such 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)
any Class A Subclass Principal Balance (other than with respect to the Class
A-6, Class A-7, Class A-8, Class A-9 and Class A-10 Certificates) or Component
Principal Balance would be subject to further reduction as a result of the third
sentence of the definition of Class A Subclass Principal Balance or Component
Principal Balance or, with respect to any Class B Subclass, 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 B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance or Class B-6 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 (i) the
Original Class A Subclass Principal Balances of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates and (ii) the
Original Class A-7 Accrual Component Principal Balance as set forth in Section
11.06.
Original Class A Subclass Principal Balance: Any of the
Original Class A Subclass Principal Balances as set forth in Section 11.05.
Original Class A-6 A Scheduled Component Principal Balance:
The Original Class A-6 A Scheduled Component Principal Balance, as set forth in
Section 11.07.
Original Class A-6 B Scheduled Component Principal Balance:
The Original Class A-6 B Scheduled Component Principal Balance, as set forth in
Section 11.08.
Original Class A-7 IO A Component Notional Amount: The
Original Class A-7 IO A Component Notional Amount, as set forth in Section
11.11.
Original Class A-7 IO B Component Notional Amount: The
Original Class A-7 IO B Component Notional Amount, as set forth in Section
11.12.
Original Class A-7 PO Component Principal Balance: The
Original Class A-7 PO Component Principal Balance, as set forth in Section
11.09.
Original Class A-7 Accrual Component Principal Balance: The
Original Class A-7 Accrual Component Principal Balance, as set forth in Section
11.10.
Original Class A-8 A Component Principal Balance: The Original
Class A-8 A Component Principal Balance, as set forth in Section 11.13.
Original Class A-8 B Component Principal Balance: The Original
Class A-8 B Component Principal Balance, as set forth in Section 11.14.
Original Class A-9 A Component Principal Balance: The Original
Class A-9 A Component Principal Balance, as set forth in Section 11.15.
Original Class A-9 B Component Principal Balance: The Original
Class A-9 B Component Principal Balance, as set forth in Section 11.16.
Original Class A-10 A Component Principal Balance: The
Original Class A-10 A Component Principal Balance, as set forth in Section
11.17.
Original Class A-10 B Component Principal Balance: The
Original Class A-10 B Component Principal Balance, as set forth in Section
11.18.
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, Original
Class B-5 Principal Balance and Original Class B-6 Principal Balance, as set
forth in Section 11.28.
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, the Original Class B-5 Principal Balance
and the Original Class B-6 Principal Balance by the sum of the Original Class A
Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-1 Fractional Interest is specified in Section 11.30.
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, the
Original Class B-5 Principal Balance and the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-2 Fractional Interest
is specified in Section 11.31.
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, the Original Class B-5 Principal Balance and the
Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO
Principal Balance and the Original Class B Principal Balance. The Original Class
B-3 Fractional Interest is specified in Section 11.32.
Original Class B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance.
The Original Class B-4 Fractional Interest is specified in Section 11.33.
Original Class B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-5 Fractional
Interest is specified in Section 11.34.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the Cut-Off Date, as set forth in Section 11.22.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the Cut-Off Date, as set forth in Section 11.23.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the Cut-Off Date, as set forth in Section 11.24.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the Cut-Off Date, as set forth in Section 11.25.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the Cut-Off Date, as set forth in Section 11.26.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the Cut-Off Date, as set forth in Section 11.27.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.29.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.29.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.29.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.29.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.29.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.29.
Other Servicer: Any of the Servicers other than Norwest
Mortgage.
Other Servicing Agreements: The Servicing Agreements other
than the Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust
Administrator (or the Custodian, if any) for each Mortgage Loan that contains
the documents specified in the Servicing Agreements under their respective
"Owner Mortgage Loan File" definition or similar definition and/or other
provisions requiring delivery of specified documents to the owner of the
Mortgage Loan in connection with the purchase thereof, and any additional
documents required to be added to the Owner Mortgage Loan File pursuant to this
Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by
a Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled
Principal Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section
4.03(b).
Percentage Interest: With respect to a Class A Certificate,
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 B Certificate,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the aggregate original principal balance of all
Certificates of such Class B Subclass.
Periodic Advance: The aggregate of the advances required to be
made by a Servicer on any Distribution Date pursuant to its Servicing Agreement
or by the Master Servicer or the Trust Administrator hereunder, the amount of
any such advances being equal to the total of all Monthly Payments (adjusted, in
each case (i) in respect of interest, to the applicable Mortgage Interest Rate
less the applicable Servicing Fee in the case of Periodic Advances made by a
Servicer and to the applicable Net Mortgage Interest Rate in the case of
Periodic Advances made by the Master Servicer or Trust Administrator and (ii) by
the amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
PHMC: The Prudential Home Mortgage Company, Inc.
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.
Policies: The Class A-16 Policy and the Class A-19 Policy.
Policy: Either of the Class A-16 Policy or the Class A-19
Policy.
Policy Payments Account: The account maintained pursuant to
Section 4.07(b).
Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Mortgage Loan that is an Outstanding Mortgage
Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii)
the Scheduled Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan
of the product of (i) the PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Holders of the Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Mortgage Loans (including, without limitation, the proceeds of any
repurchase of a Mortgage Loan by the Seller and any Substitution Principal
Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trust Administrator pursuant to Section 3.03 and
(iii) all other amounts required to be placed in the Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trust Administrator on or prior to the Distribution Date, but excluding
the following:
(a) amounts received as late payments of principal or interest
and respecting which the Master Servicer or the Trust Administrator has made one
or more unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to reimburse
any unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the applicable Servicing Fee and (ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers after the Applicable Unscheduled Principal Receipt Period relating to
the Distribution Date for the applicable type of Unscheduled Principal Receipt,
and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following the
Due Date in the month in which such Distribution Date occurs and the difference
between the unpaid principal balance of such Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which such
Distribution Date occurs and the unpaid principal balance of such defective
Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds
which represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Mortgage Loans, to the extent not covered
by clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any recoveries in respect of principal which
had previously been allocated as a loss to one or more Classes or Subclasses of
Certificates pursuant to Section 4.02.
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 greater than 7.500%.
Premium Payment: As to any Distribution Date, (i) the product
of (a) 1/12th of 0.08% and (b) the sum of the Class A Subclass Principal
Balances of the Class A-16 and Class A-19 Certificates as of the Determination
Date immediately preceding such Distribution Date minus (ii) the Premium
Percentage 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 and Financial Security 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
and Financial Security on or after the Cross-Over Date pursuant to Section
4.02(e). The Premium Payment will be an expense of the Lower-Tier REMIC.
Premium Percentage: As to any Distribution Date, the
percentage calculated by dividing the Premium Payment (determined without regard
to clause (ii) of the definition thereof) by the sum of (a) the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Class A Subclass Interest Accrual Amount (other than for the Class A-7
Certificates) and each Component Interest Accrual Amount) and (b) the Premium
Payment (determined without regard to clause (ii) of the definition of Premium
Payment).
Premium Shortfall Amount: As to any Distribution Date, any
amount by which the Premium Payment with respect to such Distribution Date
exceeds the amount distributed to Financial Security on such Distribution Date
pursuant to Paragraph first of Section 4.01(a)(i).
Premium Shortfall Percentage: As to any Distribution Date, the
percentage calculated by dividing the Premium Unpaid Shortfall by the sum of the
Class A Unpaid Interest Shortfall and the Premium Unpaid Shortfall, in each case
determined as of the day preceding the applicable Distribution Date.
Premium Unpaid Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Premium Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed to Financial
Security on prior Distribution Dates pursuant to Paragraph second of Section
4.01(a)(i).
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor payment consisting of a Principal Prepayment in the amount of the
outstanding principal balance of such loan and resulting in the full
satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount of interest, if any, that would have accrued on any Mortgage Loan which
was the subject of a Prepayment in Full at the Net Mortgage Interest Rate for
such Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class B Subclass shall equal the
difference between (i) the amount that would have been distributed to such
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 Subclass.
Principal Balance: Each of the Class A Subclass Principal
Balances, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance, the Class B-5
Principal Balance and the Class B-6 Principal Balance.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution
Date, the calendar month preceding the month in which such Distribution Date
occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of the Code.
Prudent Servicing Practices: The standard of care set forth in
each Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit
rating agency, or its successor, that rated one or more Classes of the
Certificates at the request of the Seller at the time of the initial issuance of
the Certificates. The Rating Agencies for the Class A Certificates and Class B-1
Certificates are Fitch and S&P. The Rating Agency for the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates is S&P. If any such agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Seller, notice of
which designation shall be given to the Trustee, the Trust Administrator,
Financial Security and the Master Servicer. References herein to the highest
short-term rating category of a Rating Agency shall mean F-1+ in the case of
Fitch, A-1+ in the case of S&P 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 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.
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 (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.
Reserve Fund: The non-interest bearing trust account
established by the Trust Administrator in the name of the Trustee and maintained
by the Trust Administrator for the benefit of the Class A-16 and Class A-19
Certificateholders pursuant to Section 4.06. The Reserve Fund shall be an
Eligible Account.
Reserve Withdrawal: With respect to any Distribution Date, the
lesser of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-16 and Class A-19
Certificates.
Responsible Officer: When used with respect to the Trustee or
the Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors
or Trustees, the Chairman or Vice-Chairman of the Executive or Standing
Committee of the Board of Directors or Trustees, the President, the Chairman of
the Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rounding Account: The special account established and
maintained pursuant to Section 4.07(e). The Rounding Account shall be an
Eligible Account.
Rounding Amount: With respect to any Distribution Date, the
amount, if any, required to be withdrawn from the Rounding Account pursuant to
Section 4.07(e).
Rule 144A: Rule 144A promulgated under the Securities Act of
1933, as amended.
S&P: Standard & Poor's, or its successor in interest.
Scheduled Amount: As defined in Section 4.01(b).
Scheduled Certificates: The Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5
Certificates.
Scheduled Principal Amount: The sum for each outstanding
Mortgage Loan (including each defaulted Mortgage Loan, other than a Liquidated
Loan, with respect to which the related Mortgaged Property has been acquired by
the Trust Estate) of the product of (A) the Non-PO Fraction for such Mortgage
Loan and (B) the sum of the amounts described in clauses y(i) and y(iv) of the
definition of Class A Non-PO Optimal Principal Amount, but without that amount
being multiplied by the Class A Percentage.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the related Servicer during the related Unscheduled Principal Receipt
Period for each applicable type of Unscheduled Principal Receipt related to the
Distribution Date occurring in the month preceding such Distribution Date, (B)
Deficient Valuations incurred prior to such Due Date and (C) the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor. Accordingly, the Scheduled Principal Balance of a
Mortgage Loan which becomes a Liquidated Loan at any time through the last day
of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor
in interest.
Senior Accrual Amount: With respect to any Distribution Date,
the sum of the Class A Interest Accrual Amount and the Premium Payment.
Senior Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (a) the Class A Optimal Amount and (b) the Class
A-7 PO Component Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the
Servicing Agreements.
Servicers: Each of Norwest Mortgage, Countrywide Home Loans,
Inc., FBS Mortgage Corporation, Barnett Mortgage Company, Great Financial
Federal, a Savings and Loan Association, GMAC Mortgage Corporation of PA, Bank
of Hawaii and National City Mortgage Company, as Servicer under the related
Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements
executed with respect to a portion of the Mortgage Loans by one of the
Servicers, which agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set
forth in Section 11.39.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(e).
Single Certificate: A Certificate of any Class or Subclass
that evidences the smallest permissible Denomination for such Class or Subclass,
as set forth in Section 11.38.
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 Trust Administrator, 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 $6,055,635.36 minus the sum of (i) the aggregate amount of
Special Hazard Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined
below) as most recently calculated. For each anniversary of the Cut-Off Date,
the Special Hazard Adjustment Amount shall be calculated and shall be equal to
the amount, if any, by which the amount calculated in accordance with the
preceding sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates, other than the Class B Certificates, as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trust Administrator. On and or after the Cross-Over Date, the Special
Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the
Cut-Off Date, the greater of (i) 1.00% and (ii) the largest percentage obtained
by dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates,
denominated respectively as Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, 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, Class B-5 and Class B-6.
Subsidy Loan: Any Mortgage Loan subject to a temporary
interest subsidy agreement pursuant to which the monthly interest payments made
by the related Mortgagor will be less than the scheduled monthly interest
payments on such Mortgage Loan, with the resulting difference in interest
payments being provided by the employer of the Mortgagor. Each Subsidy Loan will
be identified as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage
Loan substituted in accordance with Section 2.02 or pursuant to Section 2.03,
the excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by
Norwest Mortgage or an affiliate thereof in connection with the "Title Option
Plus" program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Administrator: First Bank National Association, a
national banking association, or any successor trust administrator appointed as
herein provided.
Trust Estate: The corpus of the trust created by this
Agreement, consisting of the Mortgage Loans, such amounts as may be held from
time to time in the Certificate Account and the rights of the Trust
Administrator, on behalf of the Trustee, to receive the proceeds of all
insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement, property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure, and the rights of the Trust Administrator, on behalf of the
Trustee, under the Reserve Fund and the Policies. None of the Reserve Fund, the
Policies or the Policy Payments Account shall be part of the Upper-Tier REMIC or
Lower-Tier REMIC comprised by the Trust Estate
Trustee: Firstar Trust Company, or any successor trustee
appointed as herein provided.
Uncertificated Lower-Tier InterestsUncertificated Lower-Tier
Interests: Any of the Class A-L1, Class A-L2, Class A-L3, Class A-L4, Class
A-L5, Class A-L7A, Class A-L7B, Class A-L9, Class A-L10, Class A-L16, Class
A-L17, Class AP-L, Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4,
Class B-L5 and Class B-L6 Interests.
Unpaid Interest Shortfalls: Each of the Class A Subclass
Unpaid Interest Shortfalls, 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, the Class B-5 Unpaid Interest Shortfall and
the Class B-6 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 Mortgagor payment or other
recovery of principal 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, including, without limitation,
Principal Prepayments, 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 and excluding any Net
Foreclosure Profits and proceeds of a repurchase of a Mortgage Loan by the
Seller and any Substitution Principal Amounts.
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) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established
and maintained pursuant to Section 4.01(e).
Upper-Tier REMICUpper-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 and (b) the Holders of the Class B Certificates will collectively be
entitled to the balance of the aggregate Voting Interest represented by all
Series 1996-1 Certificates. The aggregate Voting Interests of each Subclass of
Class A Certificates on any date will be equal to the product of (A) 99% of the
portion of the Class A Voting Interest represented by clause (A) of the
definition thereof and (B) the fraction obtained by dividing the Class A
Subclass Principal Balance of such Class A Subclass (less, in the case of the
Class A-7 Certificates, the Component Principal Balance of the Class A-7 PO
Component) by the Class A Non-PO Principal Balance on such date. In addition to
the Voting Interest of the Class A-7 Certificates determined in accordance with
the preceding sentence the Class A-7 Certificates will be entitled to an
additional 1% of the portion of the Class A Voting Interest represented by
clause (A) of the definition thereof and the portion of the Class A Voting
Interest represented by clause (B) of the definition thereof. The aggregate
Voting Interests of each Subclass of Class B Certificates will equal such
Subclass's pro rata portion of the Voting Interest allocated to the Class B
Certificates based on such Subclass's outstanding principal balance. Each
Certificateholder of a Class or Subclass will have a Voting Interest equal to
the product of the Voting Interest to which such Class or Subclass is
collectively entitled and the Percentage Interest in such Class or Subclass
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class or Subclass of
Certificates or specified Classes or Subclasses of Certificates, each
Certificateholder of a Class or Subclass will have a Voting Interest in such
Class or Subclass equal to such Holder's Percentage Interest in such Class or
Subclass.
Weighted Average Net Mortgage Interest Rate: As to any
Distribution Date, a rate per annum equal to the average, expressed as a
percentage of the Net Mortgage Interest Rates of all Mortgage Loans that were
Outstanding Mortgage Loans as of the Due Date in the month preceding the month
of such Distribution Date, weighted on the basis of the respective Scheduled
Principal Balances of such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such
Certificates shall be overdue and notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Trustee, the Trust
Administrator and the Authenticating Agent) shall be proved by the Certificate
Register, and neither the Trustee, the Trust Administrator, the Seller nor the
Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice,
consent, waiver or other action of the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Trust Administrator, the Seller or the Master Servicer in reliance
thereon, whether or not notation of such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents. The
Article and Section headings in this Agreement and the Table of Contents are for
convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
Section 1.04. Benefits of Agreement. Nothing in this Agreement
or in the Certificates, express or implied, shall give to any Person, other than
the parties to this Agreement and their successors hereunder, the Holders of the
Certificates and Financial Security any benefit or any legal or equitable right,
power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. The Seller,
concurrently with the execution and delivery hereof, does hereby assign to the
Trustee, without recourse all the right, title and interest of the Seller in and
to (a) the Trust Estate, including all interest and principal received by the
Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and
including scheduled payments of principal and interest due after the Cut-Off
Date but received by the Seller on or before the Cut-Off Date and Unscheduled
Principal Receipts received or applied on the Cut-Off Date, but not including
payments of principal and interest due on the Mortgage Loans on or before the
Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the Servicers
under the Servicing Agreements with respect to the Mortgage Loans and (d)
proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator or any prior assignment is in the process of being recorded on the
Closing Date, the Seller shall deliver a copy thereof, certified by Norwest
Mortgage or the applicable Norwest Mortgage Correspondent to be a true and
complete copy of the document sent for recording, and the Seller shall use its
best efforts to cause each such original recorded document or certified copy
thereof to be delivered to the Trust Administrator promptly following its
recordation. The Seller shall also cause to be delivered to the Trust
Administrator any other original mortgage loan document to be included in the
Owner Mortgage Loan File if a copy thereof has been delivered.
In lieu of recording an assignment of any Mortgage the Seller
may, to the extent set forth in any Servicing Agreement, deliver or cause to be
delivered to the Trust Administrator the assignment of the Mortgage Loan from
the Seller to the Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel (of which S&P will be an addressee or with
respect to which S&P shall be delivered a reliance letter) to the effect that
recording is not required to protect the Trustee's right, title and interest in
and to the related Mortgage Loan or, in case a court should recharacterize the
sale of the Mortgage Loans as a financing, to perfect a first priority security
interest in favor of the Trustee in the related Mortgage Loan. In the event that
the Master Servicer receives notice that recording is required to protect the
right, title and interest of the Trustee in and to any such Mortgage Loan for
which recordation of an assignment has not previously been required, the Master
Servicer shall promptly notify the Trust Administrator and the Trust
Administrator shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trust Administrator)
of its receipt of such notice deliver each previously unrecorded assignment to
the related Servicer for recordation.
Section 2.02. Acceptance by Trust Administrator. The Trust
Administrator acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents referred to in Section 2.01 above and declares
that it holds and will hold such documents and the other documents constituting
a part of the Owner Mortgage Loan Files delivered to it in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificateholders. The Trust Administrator agrees, for the benefit of
Certificateholders, to review each Owner Mortgage Loan File within 45 days after
execution of this Agreement in order to ascertain that all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule, and in so doing the Trust Administrator may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If within such 45 day period the
Trust Administrator finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trust Administrator shall promptly (and in no event more than
30 days after the discovery of such defect) notify the Seller, which shall have
a period of 60 days after the date of such notice within which to correct or
cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trust Administrator's notice to it referred to above respecting
such defect, either (i) repurchase the related Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (a) 100%
of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest
at the Mortgage Interest Rate through the last day of the month in which such
repurchase takes place or (ii) if within two years of the Startup Day, or such
other period permitted by the REMIC Provisions, substitute for any Mortgage Loan
to which such material defect relates, a new mortgage loan (a "Substitute
Mortgage Loan") having such characteristics so that the representations and
warranties of the Seller set forth in Section 2.03(b) hereof (other than Section
2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan
originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan
have an unpaid principal balance, as of the date of substitution, greater than
the Scheduled Principal Balance (reduced by the scheduled payment of principal
due on the Due Date in the month of substitution) of the Mortgage Loan for which
it is substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the
purchase price shall be deposited by the Seller in the Certificate Account
maintained by the Master Servicer pursuant to Section 3.01. In the case of a
Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be
delivered to the Trust Administrator and the Substitution Principal Amount,
together with (i) interest on such Substitution Principal Amount at the
applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage
Loan which is being substituted for and (ii) an amount equal to the aggregate
amount of unreimbursed Periodic Advances in respect of interest previously made
by the Servicer, Master Servicer or Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders, the Trust Administrator on behalf of the Trustee or the
Trustee on behalf of the Certificateholders. The failure of the Trust
Administrator to give any notice contemplated herein within forty-five (45) days
after the execution of this Agreement shall not affect or relieve the Seller's
obligation to repurchase any Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution
and delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee, in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master
Servicer and the Seller. (a) The Master Servicer hereby represents and warrants
to the Trustee and the Trust Administrator for the benefit of Certificateholders
that, as of the date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the United
States;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or by-laws or
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Master Servicer is a party
or which may be applicable to the Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution
and delivery by the Trustee, the Trust Administrator and the Seller, constitutes
a valid, legal and binding obligation of the Master Servicer, enforceable
against it in accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors' rights generally and to general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have consequences
that would materially and adversely affect the condition (financial or other) or
operations of the Master Servicer or its properties or might have consequences
that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations under
this Agreement.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive delivery of the
respective Owner Mortgage Loan Files to the Trust Administrator or the
Custodian.
(b) The Seller hereby represents and warrants to the Trustee
and the Trust Administrator for the benefit of Certificateholders that, as of
the date of execution of this Agreement, with respect to the Mortgage Loans, or
each Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule
was true and correct in all material respects at the date or dates
respecting which such information is furnished as specified in the
Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is
free and clear of all encumbrances and liens having priority over the
first lien of the Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or interests
arising under or as a result of any federal, state or local law,
regulation or ordinance relating to hazardous wastes or hazardous
substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners
association fees; and if the Mortgaged Property consists of shares of a
cooperative housing corporation, any lien for amounts due to the
cooperative housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance expenses secured by
the real property owned by the cooperative housing corporation; and any
security agreement, chattel mortgage or equivalent document related to,
and delivered to the Trust Administrator or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien on
the property described therein and the Seller has full right to sell
and assign the same to the Trust Administrator on behalf of the
Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage
or the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the Mortgaged
Property in whole or in part from the lien of the Mortgage, or executed
any instrument of release, cancellation, modification or satisfaction,
except in each case as is reflected in an agreement delivered to the
Trust Administrator or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums,
and water, sewer and municipal charges, which previously became due and
owing have been paid, or an escrow of funds has been established, to
the extent permitted by law, in an amount sufficient to pay for every
such item which remains unpaid; and the Seller has not advanced funds,
or received any advance of funds by a party other than the Mortgagor,
directly or indirectly (except pursuant to any Subsidy Loan
arrangement) for the payment of any amount required by the Mortgage,
except for interest accruing from the date of the Mortgage Note or date
of disbursement of the Mortgage Loan proceeds, whichever is later, to
the day which precedes by thirty days the first Due Date under the
related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes
no representations), so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total
or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all
mechanics' and materialmen's liens or liens in the nature thereof;
provided, however, that this warranty shall be deemed not to have been
made at the time of the initial issuance of the Certificates if a title
policy affording, in substance, the same protection afforded by this
warranty is furnished to the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares, 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 13 months preceding the Cut-Off
Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is
the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally
and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and, to
the best of the Seller's knowledge, all parties to the Mortgage Note
and the Mortgage had legal capacity to execute the Mortgage Note and
the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loans have been complied
with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which
could not be completed due to weather); and all costs, fees and
expenses incurred in making, closing or recording the Mortgage Loan
have been paid, except recording fees with respect to Mortgages not
recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan identified on
the Mortgage Loan Schedule as a T.O.P. Mortgage Loan and any Mortgage
Loan secured by Mortgaged Property located in Iowa, as to which an
opinion of counsel of the type customarily rendered in such State in
lieu of title insurance is instead received) is covered by an American
Land Title Association mortgagee title insurance policy or other
generally acceptable form of policy or insurance acceptable to FNMA or
FHLMC, issued by a title insurer acceptable to FNMA or FHLMC insuring
the originator, its successors and assigns, as to the first priority
lien of the Mortgage in the original principal amount of the Mortgage
Loan and subject only to (A) the lien of current real property taxes
and assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public
record as of the date of recording of such Mortgage acceptable to
mortgage lending institutions in the area in which the Mortgaged
Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage
Loan, (C) liens created pursuant to any federal, state or local law,
regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like properties
are commonly subject which do not individually, or in the aggregate,
materially interfere with the benefits of the security intended to be
provided by the Mortgage; the Seller is the sole insured of such
mortgagee title insurance policy, the assignment to the Trust
Administrator of the Seller's interest in such mortgagee title
insurance policy does not require any consent of or notification to the
insurer which has not been obtained or made, such mortgagee title
insurance policy is in full force and effect and will be in full force
and effect and inure to the benefit of the Trust Administrator on
behalf of the Trustee, no claims have been made under such mortgagee
title insurance policy, and no prior holder of the related Mortgage,
including the Seller, has done, by act or omission, anything which
would impair the coverage of such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of
the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Loan, but in no event less than the
minimum amount necessary to fully compensate for any damage or loss on
a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Loan, the
improvements on the Mortgaged Property were in an area identified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the
full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the Flood Disaster
Protection Act of 1973; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default, breach, violation
or event of acceleration; and no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note
or Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of
not more than 360 months;
(xx) Each Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of
the benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no
homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in a
planned unit development or, in the case of Mortgage Loans secured by
Co-op Shares, leases or occupancy agreements; and
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code.
Notwithstanding the foregoing, no representations or
warranties are made by the Seller as to the absence or effect of hazardous
wastes or hazardous substances on any of the Mortgaged Properties or on the lien
of any Mortgage. In addition, no representations or warranties are made by the
Seller with respect to the absence or effect of fraud in the origination of any
Mortgage Loan.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive delivery of the
respective Owner Mortgage Loan Files to the Trust Administrator and shall inure
to the benefit of the Trust Administrator on behalf of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer,
the Trustee, the Trust Administrator or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and that such breach materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
60 days of 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
Administrator at a price equal to (A) 100% of the unpaid principal balance of
such Mortgage Loan plus (B) accrued interest at the Net Mortgage Interest Rate
for such Mortgage Loan through the last day of the month in which such
repurchase took place or (ii) if within two years of the Startup Day, or such
other period permitted by the REMIC Provisions, substitute for such Mortgage
Loan in the manner described in Section 2.02. The purchase price of any
repurchase described in this paragraph and the Substitution Principal Amount, if
any, plus accrued interest thereon and the other amounts referred to in Section
2.02, shall be deposited in the Certificate Account. It is understood and agreed
that the obligation of the Seller to repurchase or substitute for any Mortgage
Loan or property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates. The
Trust Administrator acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Owner Mortgage Loan Files to it, and, concurrently with such
delivery, (i) acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders and (ii) has executed and delivered to or upon the order of
the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date. The Seller hereby designates the
Subclasses of Class A Certificates (other than the Class A-7, Class A-R and
Class A-LR Certificates), the Subclasses of Class B Certificates, and each
Component of the Class A-7 Certificates 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 Closing Date is hereby designated as the "Startup Day" of the
REMIC within the meaning of Code Section 860G(a)(9). The Seller hereby further
designates the Class AL-1 Interest, Class A-L2 Interest, Class A-L3 Interest,
Class A-L4 Interest, Class A-L5 Interest, Class A-L7A Interest, Class A-L7B
Interest, Class A-L9 Interest, Class A-L10 Interest, Class A-L16 Interest, Class
A-L17 Interest, Class AP-L 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 B-L6 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 "latest possible maturity date" of the regular interests in the Upper-Tier
REMIC and the Lower-Tier REMIC is August 25, 2026 for purposes of Code Section
860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account. (a) The Master Servicer
shall establish and maintain a Certificate Account for the deposit of funds
received by the Master Servicer with respect to the Mortgage Loans serviced by
each Servicer pursuant to each of the Servicing Agreements. Such account shall
be maintained as an Eligible Account. The Master Servicer shall give notice to
each Servicer and the Seller of the location of the Certificate Account and of
any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate
Account on the day of receipt thereof all amounts received by it from any
Servicer pursuant to any of the Servicing Agreements, and shall, in addition,
deposit into the Certificate Account the following amounts, in the case of
amounts specified in clause (i), not later than the Distribution Date on which
such amounts are required to be distributed to Certificateholders and, in the
case of the amounts specified in clause (ii), not later than the Business Day
next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trust Administrator, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by
the Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the
Certificate Account to be invested in Eligible Investments. No such Eligible
Investments will be sold or disposed of at a gain prior to maturity unless the
Master Servicer has received an Opinion of Counsel or other evidence
satisfactory to it that such sale or disposition will not cause the Trust Estate
to be subject to Prohibited Transactions Tax, otherwise subject the Trust Estate
to tax, or cause each of the Upper-Tier REMIC and the Lower-Tier REMIC to fail
to qualify as a REMIC while any Certificates are outstanding. Any amounts
deposited in the Certificate Account prior to the Distribution Date shall be
invested for the account of the Master Servicer and any investment income
thereon shall be additional compensation to the Master Servicer for services
rendered under this Agreement. The amount of any losses incurred in respect of
any such investments shall be deposited in the Certificate Account by the Master
Servicer out of its own funds immediately as realized.
Section 3.02. Permitted Withdrawals from the Certificate
Account. (a) The Master Servicer may, from time to time, make withdrawals from
the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust
Administrator or any Servicer for Periodic Advances made by the Master
Servicer or the Trust Administrator pursuant to Section 3.03(a) or any
Servicer pursuant to any Servicing Agreement with respect to previous
Distribution Dates, such right to reimbursement pursuant to this
subclause (i) being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this purpose, Liquidation
Proceeds, REO Proceeds and proceeds from the purchase, sale, repurchase
or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03, 3.08
or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trust Administrator for any Periodic Advances determined in good faith
to have become Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended
by the Master Servicer or any Servicer pursuant hereto or to any
Servicing Agreement, respectively, in good faith in connection with the
restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or
other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, to pay the Master Servicing Fee with respect
to such Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trust Administrator (or, in certain cases, the Seller) for expenses
incurred by it (including taxes paid on behalf of the Trust Estate) and
recoverable by or reimbursable to it pursuant to Section 3.03(c),
3.03(d) or 6.03 or the second sentence of Section 8.14(a) or pursuant
to such Servicer's Servicing Agreement, provided such expenses are
"unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to
each Mortgage Loan or property acquired in respect thereof that has
been repurchased or replaced pursuant to Section 2.02 or 2.03 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer
with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 3.08 or 9.01, all
amounts received thereon and not required to be distributed as of the
date on which the related repurchase or purchase price or Scheduled
Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to such
Servicer's Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage
Loan;
(x) to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not required to be
deposited therein; and
(xi) to clear and terminate the Certificate Account pursuant
to Section 9.01.
(b) The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any payment to and withdrawal from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trust
Administrator. (a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In the event Norwest
Mortgage fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced, (iii) the amount that the Trust
Administrator or Master Servicer is required to advance hereunder and (iv)
whether the Master Servicer has determined that it reasonably believes that such
Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance
on account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the Trust
Administrator that such failure has occurred. Upon receipt of such
certification, the Trust Administrator shall advance such funds and take such
steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each
be entitled to be reimbursed from the Certificate Account for any Periodic
Advance made by it under Section 3.03(a) to the extent described in Section
3.02(a)(i) and (a)(ii). The Master Servicer and the Trust Administrator shall be
entitled to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it
pursuant to Section 3.03(b). The Master Servicer shall diligently pursue
restoration of such amount to the Certificate Account from the related Servicer.
The Master Servicer shall, to the extent it has not already done so, upon the
request of the Trust Administrator, withdraw from the Certificate Account and
remit to the Trust Administrator any amounts to which the Trust Administrator is
entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
Section 3.04. Trust Administrator to Cooperate; Release of
Owner Mortgage Loan Files. Upon the receipt by the Master Servicer of a Request
for Release in connection with the deposit by a Servicer into the Certificate
Account of the proceeds from a Liquidated Loan or of a Prepayment in Full, the
Master Servicer shall confirm to the Trust Administrator that all amounts
required to be remitted to the Certificate Account in connection with such
Mortgage Loan have been so deposited, and shall deliver such Request for Release
to the Trust Administrator. The Trust Administrator shall, within five Business
Days of its receipt of such a Request for Release, release the related Owner
Mortgage Loan File to the Master Servicer or such Servicer, as requested by the
Master Servicer. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the
Servicer of such Mortgage Loan, the Trust Administrator shall execute and
deliver to the Master Servicer or such Servicer, as directed by the Master
Servicer, court pleadings, requests for trustee's sale or other documents
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. Each such certification shall
include a request that such pleadings or documents be executed by the Trust
Administrator and a statement as to the reason such documents or pleadings are
required and that the execution and delivery thereof by the Trust Administrator
will not invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure proceeding or
trustee's sale.
Section 3.05. Reports to the Trust Administrator; Annual
Compliance Statements. (a) Not later than 15 days after each Distribution Date,
the Master Servicer shall deliver to the Trustee and the Trust Administrator a
statement setting forth the status of the Certificate Account as of the close of
business on such Distribution Date stating that all distributions required to be
made by the Master Servicer under this Agreement have been made (or, if any
required distribution has not been made by the Master Servicer, specifying the
nature and status thereof) and showing, for the period covered by such
statement, the aggregate amount of deposits into and withdrawals from such
account for each category of deposit and withdrawal specified in Sections 3.01
and 3.02. Such statement may be in the form of the then current FNMA monthly
accounting report for its Guaranteed Mortgage Pass-Through Program with
appropriate additions and changes, and shall also include information as to the
aggregate unpaid principal balance of all of the Mortgage Loans as of the close
of business as of the last day of the calendar month immediately preceding such
Distribution Date. Copies of such statement shall be provided by the Trust
Administrator to any Certificateholder upon written request, provided such
statement is delivered, or caused to be delivered, by the Master Servicer to the
Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the
Trust Administrator on or before April 30 of each year, a certificate signed by
an officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
Section 3.06. Title, Management and Disposition of Any REO
Mortgage Loan. The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements, Modification
of Standard Provisions. (a) Subject to the prior written consent of the Trustee
and the Trust Administrator pursuant to Section 3.07(b), the Master Servicer
from time to time may, to the extent permitted by the applicable Servicing
Agreement, make such modifications and amendments to such Servicing Agreement as
the Master Servicer deems necessary or appropriate to confirm or carry out more
fully the intent and purpose of such Servicing Agreement and the duties,
responsibilities and obligations to be performed by the Servicer thereunder.
Such modifications may only be made if they are consistent with the REMIC
Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any
modification or amendment, the Master Servicer shall deliver to the Trustee and
the Trust Administrator such Opinion of Counsel and an Officer's Certificate
setting forth (i) the provision that is to be modified or amended, (ii) the
modification or amendment that the Master Servicer desires to issue and (iii)
the reason or reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to
any amendment or supplement to a Servicing Agreement proposed by the Master
Servicer pursuant to Section 3.07(a), which consent and amendment shall not
require the consent of any Certificateholder if it is (i) for the purpose of
curing any mistake or ambiguity or to further effect or protect the rights of
the Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of an adverse effect on Certificateholders
may be established through various means, including the delivery to the Trustee
and the Trust Administrator of (i) an Opinion of Counsel to such effect or (ii)
written notification from each Rating Agency to the effect that such amendment
or supplement will not result in reduction of the current rating assigned by
that Rating Agency to the Certificates. Either the Trustee or the Trust
Administrator may, in its discretion, decline to enter into or consent to any
such supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this
Section 3.07, the Master Servicer from time to time may, without the consent of
any Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter
into an amendment to the Norwest Servicing Agreement for the purposes described
in Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing. The Master Servicer
shall supervise, monitor and oversee the servicing of the Mortgage Loans by each
Servicer and the performance by each Servicer of all services, duties,
responsibilities and obligations that are to be observed or performed by the
Servicer under its respective Servicing Agreement. In performing its obligations
hereunder, the Master Servicer shall act in a manner consistent with Accepted
Master Servicing Practices and with the Trustee's, the Trust Administrator's and
the Certificateholders' reliance on the Master Servicer, and in a manner
consistent with the terms and provisions of any insurance policy required to be
maintained by the Master Servicer or any Servicer pursuant to this Agreement or
any Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trust Administrator or the Master
Servicer, such modification shall be construed as a substitution of the modified
Mortgage Loan for the Mortgage Loan originally deposited in the Trust Estate. 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 and the Trust Administrator an
Opinion of Counsel (at the expense of the party seeking to modify the Mortgage
Loan) to the effect that such modification would not be treated as giving rise
to a new debt instrument for federal income tax purposes.
During the term of this Agreement, the Master Servicer shall
consult fully with each Servicer as may be necessary from time to time to
perform and carry out the Master Servicer's obligations hereunder and otherwise
exercise reasonable efforts to encourage such Servicer to perform and observe
the covenants, obligations and conditions to be performed or observed by it
under its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the
Trust Administrator under this Agreement is intended by the parties to be that
of an independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on
behalf of the Trustee and shall have full power and authority, acting alone or
(subject to Section 6.06) through one or more subcontractors, to do any and all
things in connection with such administration which it may deem necessary or
desirable. Upon the execution and delivery of this Agreement, and from time to
time as may be required thereafter, the Trust Administrator, on behalf of the
Trustee, shall furnish the Master Servicer or its subcontractors with any powers
of attorney and such other documents as may be necessary or appropriate to
enable the Master Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled, at its option, to repurchase any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor; provided, however, that the Cut-Off
Date Principal Balances of the Mortgage Loans repurchased pursuant to this
provision shall not exceed 2.5% of the Cut-Off Date Aggregate Principal Balance
of the Mortgage Loans. The purchase price for any such Mortgage Loan shall be
100% of the unpaid principal balance of such Mortgage Loan plus accrued interest
thereon at the Mortgage Interest Rate through the last day of the month in which
such repurchase occurs. Upon the receipt of such purchase price, the Master
Servicer shall provide to the Trust Administrator the certification required by
Section 3.04 and the Trust Administrator and the Custodian, if any, shall
promptly release to the Seller the Owner Mortgage Loan File relating to the
Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any
time that, notwithstanding the representations and warranties set forth in
Section 2.03(b), any Mortgage Loan is not a "qualified mortgage" within the
meaning of Section 860G of the Code and (ii) the Master Servicer is unable to
enforce the obligation of the Seller to purchase such Mortgage Loan pursuant to
Section 2.02 within two months of such determination, the Master Servicer shall
cause such Mortgage Loan to be auctioned to the highest bidder and sold out of
the Trust Estate no later than the date 90 days after such determination. In the
event of any such sale of a Mortgage Loan, the Trust Administrator shall, at the
written request of the Master Servicer and upon being supported with appropriate
forms therefor, within five Business Days of the deposit by the Master Servicer
of the proceeds of such auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the 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) (without, in
the case of the Class A-16 and Class A-19 Certificates, giving effect to the
guaranty provided by Financial Security) as a result of such agreement. Any such
agreement may contain provisions whereby such holder may instruct the Master
Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures.
Section 3.09. Termination and Substitution of Servicing
Agreements. Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller, the Trust Administrator and the Trustee an
Officer's Certificate certifying that an event has occurred which may justify
termination of such Servicing Agreement, describing the circumstances
surrounding such event and recommending what action should be taken by the
Trustee with respect to such Servicer. If the Master Servicer recommends that
such Servicing Agreement be terminated, the Master Servicer's certification must
state that the breach is material and not merely technical in nature. Upon
written direction of the Master Servicer, based upon such certification, the
Trustee shall promptly terminate such Servicing Agreement. Notwithstanding the
foregoing, in the event that (i) Norwest Mortgage fails to make any advance, as
a consequence of which the Trust Administrator is obligated to make an advance
pursuant to Section 3.03 and (ii) the Trust Administrator provides Norwest
Mortgage written notice of the failure to make such advance and such failure
shall continue unremedied for a period of 15 days after receipt of such notice,
the Trust Administrator may recommend to the Trustee the termination of the
Norwest Servicing Agreement without the recommendation of the Master Servicer
and upon such recommendation the Trustee shall terminate the Norwest Servicing
Agreement. The Master Servicer shall indemnify the Trustee and the Trust
Administrator and hold each harmless from and against any and all claims,
liabilities, costs and expenses (including, without limitation, reasonable
attorneys' fees) arising out of, or assessed against the Trustee or the Trust
Administrator in connection with termination of such Servicing Agreement at the
direction of the Master Servicer. In addition, the Trust Administrator shall
indemnify the Trustee and hold it harmless from and against any and all claims,
liabilities, costs and expenses (including, without limitation, reasonable
attorneys' fees) arising out of, or assessed against the Trustee in connection
with the termination of the Norwest Servicing Agreement at the direction of the
Trust Administrator. If the Trustee terminates such Servicing Agreement, the
Trustee may enter into a substitute Servicing Agreement with the Master Servicer
or, at the Master Servicer's nomination, with another mortgage loan service
company acceptable to the Trustee, the Trust Administrator, the Master Servicer
and each Rating Agency under which the Master Servicer or such substitute
servicer, as the case may be, shall assume, satisfy, perform and carry out all
liabilities, duties, responsibilities and obligations that are to be, or
otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. Until such time as the
Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. 1934 Act Reports. The Master Servicer shall,
on behalf of the Seller, make all filings required to be made by the Seller with
respect to the Class A Certificates (other than the Class A-7 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 (other than
the Class A-17 Certificates) and Financial Security, pro rata, based upon their
respective Class A Subclass Interest Accrual Amounts and the Premium Payment, in
an aggregate amount up to the sum of the Class A Subclass Interest Accrual
Amounts and the Premium Payment with respect to such Distribution Date; provided
that prior to the Cross-Over Date, an amount equal to the amount that would
otherwise be distributable in respect of interest to the Class A-7 Certificates
with respect to the Class A-7 Accrual Component will instead be distributed in
reduction of the Class A Subclass Principal Balances and Component Principal
Balances of the Group I Certificates and Components in accordance with Section
4.01(b);
second, to the Subclasses of Class A Certificates (other than
the Class A-17 Certificates) and Financial Security, pro rata, based upon their
respective Class A Subclass Unpaid Interest Shortfalls and Premium Unpaid
Shortfall in an aggregate amount up to the sum of the previously unpaid Class A
Subclass Unpaid Interest Shortfalls and Premium Unpaid Shortfall; provided that
prior to the Cross-Over Date, an amount equal to the amount that would otherwise
be distributable in respect of interest to the Class A-7 Certificates with
respect to the Class A-7 Accrual Component will instead be distributed in
reduction of the Class A Subclass Principal Balances and Component Principal
Balances of the Group I Certificates and Components in accordance with Section
4.01(b);
third, concurrently to the Class A Certificates (other than
the Class A-7 Certificates with respect to the Class A-7 PO Component) and the
Class A-7 Certificates with respect to the Class A-7 PO Component pro rata based
on their respective Class A Non-PO Optimal Principal Amount and Class A-7 PO
Component Optimal Principal Amount, (A) to the Subclasses of Class A
Certificates (other than the Class A-7 Certificates with respect to the Class
A-7 PO Component), in an aggregate amount up to the Class A Non-PO Optimal
Principal Amount, such distribution to be allocated among such Subclasses in
accordance with Section 4.01(b) or Section 4.01(c), as applicable and (B) to the
Class A-7 Certificates with respect to the Class A-7 PO Component up to the
Class A-7 PO Component Optimal Principal Amount;
fourth, to the Class A-7 Certificates with respect to the
Class A-7 PO Component in an amount up to the Class A-7 PO Component Deferred
Amount from amounts otherwise distributable (without regard to this Paragraph
fourth) first to the Class B-6 Certificates pursuant to Paragraph twenty-second,
below, second to the Class B-5 Certificates pursuant to Paragraph nineteenth,
below, third to the Class B-4 Certificates pursuant to Paragraph sixteenth,
below, fourth to the Class B-3 Certificates pursuant to Paragraph thirteenth,
below, fifth to the Class B-2 Certificates pursuant to Paragraph tenth below,
and sixth to the Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, 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;
sixth, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
seventh, 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 seventh
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-7 PO Component Deferred
Amount as provided in Paragraph fourth above;
eighth, 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;
ninth, to the Class B-2 Certificates in an amount up to the
Class B-2 Unpaid Interest Shortfall;
tenth, 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 tenth
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-7 PO Component Deferred
Amount as provided in Paragraph fourth above;
eleventh, 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;
twelfth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
thirteenth, 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
thirteenth 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-7
PO Component Deferred Amount as provided in Paragraph fourth above;
fourteenth, 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;
fifteenth, to the Class B-4 Certificates in an amount up to
the Class B-4 Unpaid Interest Shortfall;
sixteenth, 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 sixteenth
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-7 PO Component Deferred
Amount as provided in Paragraph fourth above;
seventeenth, 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;
eighteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Unpaid Interest Shortfall;
nineteenth, 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
nineteenth 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-7
PO Component Deferred Amount as provided in Paragraph fourth above; and
twentieth, to the Class B-6 Certificates in an amount up to
the Class B Subclass Interest Accrual Amount for the Class B-6 Certificates with
respect to such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up
to the Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class A-7
PO Component Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder of
the Class A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance of
any Subclass (other than the Class A-7, Class A-R or Class A-LR Certificates)
has been reduced to zero or, in the case of the Class A-7 Certificates, after
the later to occur of the Principal Balance, the Class A-7 IO A Component
Notional Amount or the Class A-7 IO B Component Notional Amount is reduced to
zero, such 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-7 Certificates with respect to the Class A-7 PO
Component) and any Class B Subclass with a lower numerical designation. Any
amount allocated to the Class A-6 Certificates will be allocated pro rata
between the Class A-6 A Scheduled Component and Class A-6 B Scheduled Component.
Any amount allocated to the Class A-7 Certificates will be allocated to the
Class A-7 Accrual Component. Any amount allocated to the Class A-8 Certificates
will be allocated pro rata between the Class A-8 A Component and Class A-8 B
Component. Any amount allocated to the Class A-9 Certificates will be allocated
pro rata between the Class A-9 A Component and Class A-9 B Component. Any amount
allocated to the Class A-10 Certificates will be allocated pro rata between the
Class A-10 A Component and Class A-10 B Component. Any amount allocated to the
Class A-16 or Class A-19 Certificates will be distributed to holders thereof as
a reduction of the Class A Subclass Principal Balance of the Class A-16 or Class
A-19 Certificates, as applicable, in accordance with the provisions of Section
4.07.
(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 (other than the Class A-L1 Interest, Class
A-L2 Interest, Class A-L3 Interest, Class A-L4 Interest, Class A-L17 Interest
and Class AP-L Interest) shall receive distributions in respect of interest in
an amount equal to the (i) Class A Subclass Interest Accrual Amount and Class A
Subclass Unpaid Interest Shortfall, (ii) Component Interest Accrual Amount and
Component Unpaid Interest Shortfall or (iii) 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 or Component in each case
to the extent actually distributed thereon. The Class A-L1 Interest shall
receive distributions in respect of interest in an amount equal to the sum of
(i) the amount of interest distributed on the Class A-1 Certificates and (ii) an
amount equal to the product of the Class A-L1 Interest Fraction and the amount
of interest distributed on the Class A-7 IO A Component. The Class A-L2 Interest
shall receive distributions in respect of interest in an amount equal to the sum
of (i) the amount of interest distributed on the Class A-2 Certificates and (ii)
an amount equal to the product of the Class A-L2 Interest Fraction and the
amount of interest distributed on the Class A-7 IO A Component. The Class A-L3
Interest shall receive distributions in respect of interest in an amount equal
to the sum of (i) the amount of interest distributed on the Class A-3
Certificates and (ii) an amount equal to the product of the Class A-L3 Interest
Fraction and the amount of interest distributed on the Class A-7 IO A Component.
The Class A-L4 Interest shall receive distributions in respect of interest in an
amount equal to the sum of (i) the amount of interest distributed on the Class
A-4 Certificates and (ii) an amount equal to the product of the Class A-L4
Interest Fraction and the amount of interest distributed on the Class A-7 IO A
Component. Such amounts distributed to the Uncertificated Lower-Tier Interests
in respect of principal and interest with respect to any Distribution Date are
referred to herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest (other than the Class A-L7B Interest) equals the Class A
Subclass Principal Balance, Component 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 initial principal
balance of each Uncertificated Lower-Tier Interest (other than the Class A-L7B
Interest) equals the Original Class A Subclass Principal Balance, Original
Component Principal Balance or Original Class B Principal Balance, as the case
may be, of the respective Corresponding Upper-Tier Class, Classes, Component or
Components.
The pass-through rate with respect to each Uncertificated
Lower-Tier Interest (other than the Class A-L7B Interest, Class A-L17 Interest
and Class AP-L Interest) will be 7.500% per annum. The pass-through rate with
respect to the Class A-L7B Interest will be the rate determined pursuant to
clause (i)(a) of the definition of Class A-7 IO B Component Interest Accrual
Amount. Prior to the Cross-Over Date, interest will accrue in respect of the
Class A-L7A 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 in respect of the Class A-7 Accrual Component. The Class A-L17 Interest
and the Class AP-L Interest are principal-only interests and are not entitled to
distributions of interest. Any Non-Supported Interest Shortfalls will be
allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
(b) On each Distribution Date prior to the Cross-Over Date,
the Group I Principal Distribution Amount will be allocated among and
distributed in reduction of the Class A Subclass Principal Balances and
Component Principal Balances of the Group I Certificates and Components as
follows:
first, (A) if the Pool Scheduled Principal Balance for such
Distribution Date is less than the 400% SPA Targeted Balance for such
Distribution Date, the Group I Principal Distribution Amount will be allocated
sequentially as follows:
(i) concurrently, to the Class A-1 Certificates and the
Class A-6 A Scheduled Component, pro rata, up to their
respective Scheduled Amounts with respect to such
Distribution Date;
(ii) sequentially to the Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, up to their respective
Scheduled Amounts with respect to such Distribution
Date;
(iii) to the Class A-6 B Scheduled Component, up to its
Scheduled Amount for such Distribution Date determined
in accordance with Schedule I;
(iv) to the Class A-7 Accrual Component, up to its Scheduled
Amount for such Distribution Date;
(v) sequentially (a) concurrently, to the Class A-8 A
Component, the Class A-9 A Component and the Class A-10
A Component, pro rata, (b) concurrently, to the Class
A-8 B Component, the Class A-9 B Component and the
Class A-10 B Component, pro rata, and (c) to the Class
A-6 B Scheduled Component, without regard, in the case
of the Class A-6 B Scheduled Component, to its
applicable Scheduled Amount for such Distribution Date,
until the Component Principal Balance of each such
Component has been reduced to zero;
(vi) concurrently, to the Class A-1 Certificates and the
Class A-6 A Scheduled Component, pro rata, without
regard to their respective Scheduled Amounts for such
Distribution Date, until the Class A Subclass Principal
Balance of such Subclass and the Component Principal
Balance of such Component have been reduced to zero;
(vii) sequentially to the Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, without regard to their
respective Scheduled Amounts for such Distribution
Date, until the Class A Subclass Principal Balance of
each such Subclass has been reduced to zero; and
(viii) to the Class A-7 Accrual Component, without regard to
its Scheduled Amount, until its Component Principal
Balance has been reduced to zero.
(B) if the Pool Scheduled Principal Balance for such
Distribution Date is greater than or equal to the 400% SPA Targeted Balance but
less than the 175% SPA Targeted Balance for such Distribution Date, the Group I
Principal Distribution Amount will be allocated sequentially as follows:
(i) concurrently, to the Class A-1 Certificates and the
Class A-6 A Scheduled Component, pro rata, up to their
respective Scheduled Amounts with respect to such
Distribution Date;
(ii) sequentially to the Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, up to their respective
Scheduled Amounts with respect to such Distribution
Date;
(iii) to the Class A-6 B Scheduled Component, up to its
Scheduled Amount for such Distribution Date determined
in accordance with Schedule I;
(iv) to the Class A-7 Accrual Component, up to its Scheduled
Amount for such Distribution Date;
(v) sequentially (a) concurrently, to the Class A-8 A
Component, the Class A-9 A Component and the Class A-10
A Component, pro rata, and (b) to the Class A-6 B
Scheduled Component, without regard, in the case of the
Class A-6 B Scheduled Component, to its applicable
Scheduled Amount for such Distribution Date, until the
Component Principal Balance of each such Component has
been reduced to zero;
(vi) concurrently, to the Class A-1 Certificates and the
Class A-6 A Scheduled Component, pro rata, without
regard to their respective Scheduled Amounts for such
Distribution Date, until the Class A Subclass Principal
Balance of such Subclass and the Component Principal
Balance of such Component have been reduced to zero;
(vii) sequentially to the Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, without regard to their
respective Scheduled Amounts for such Distribution
Date, until the Class A Subclass Principal Balance of
each such Subclass has been reduced to zero;
(viii) concurrently, to the Class A-8 B Component, the Class
A-9 B Component and the Class A-10 B Component, pro
rata, until their Component Principal Balances have
been reduced to zero; and
(ix) to the Class A-7 Accrual Component, without regard to
its Scheduled Amount, until its Component Principal
Balance has been reduced to zero.
(C) if the Pool Scheduled Principal Balance for such
Distribution Date is greater than or equal to the 175% SPA Targeted Balance for
such Distribution Date, the Group I Principal Distribution Amount will be
allocated as follows:
(a) first, the Group I Principal Distribution Amount (other
than the Class A-7 Accrual Component Distribution Amount) will be allocated
sequentially as follows:
(i) concurrently, to the Class A-1 Certificates and the
Class A-6 A Scheduled Component, pro rata, up to their
respective Scheduled Amounts with respect to such
Distribution Date;
(ii) sequentially to the Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, up to their respective
Scheduled Amounts with respect to such Distribution
Date;
(iii) to the Class A-6 B Scheduled Component, up to its
Scheduled Amount for such Distribution Date determined
in accordance with Schedule I;
(iv) to the Class A-7 Accrual Component, without regard to
its Scheduled Amount for such Distribution Date, until
its Component Principal Balance has been reduced to
zero;
(v) sequentially (a) concurrently, to the Class A-8 A
Component, the Class A-9 A Component and the Class A-10
A Component, pro rata, (b) concurrently, to the Class
A-8 B Component, the Class A-9 B component and the
Class A-10 B Component, pro rata, and (c) to the Class
A-6 B Scheduled Component, without regard, in the case
of the Class A-6 B Scheduled Component, to its
applicable Scheduled Amount for such Distribution Date,
until the Component Principal Balance of each such
Component has been reduced to zero;
(vi) concurrently, to the Class A-1 Certificates and the
Class A-6 A Scheduled Component, pro rata, without
regard to their respective Scheduled Amounts for such
Distribution Date, until the Class A Subclass Principal
Balance of such Subclass and the Component Principal
Balance of such Component have been reduced to zero;
and
(vii) sequentially to the Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, without regard to their
respective Scheduled Amounts for such Distribution
Date, until the Class A Subclass Principal Balance of
each such Subclass has been reduced to zero;
(b) second, the Class A-7 Accrual Component Distribution
Amount will be allocated sequentially as follows:
(i) concurrently, to the Class A-1 Certificates and the
Class A-6 A Scheduled Component, pro rata, up to their
respective Scheduled Amounts with respect to such
Distribution Date;
(ii) sequentially to the Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, up to their respective
Scheduled Amounts with respect to such Distribution
Date;
(iii) to the Class A-6 B Scheduled Component, up to its
Scheduled Amount for such Distribution Date determined
in accordance with Schedule II;
(iv) to the Class A-7 Accrual Component, without regard to
its Scheduled Amount for such Distribution Date, until
its Component Principal Balance has been reduced to
zero;
(v) sequentially (a) concurrently, to the Class A-8 A
Component, the Class A-9 A Component and the Class A-10
A Component, pro rata, (b) concurrently, to the Class
A-8 B Component, the Class A-9 B Component and the
Class A-10 B Component, pro rata, and (c) to the Class
A-6 B Scheduled Component, without regard, in the case
of the Class A-6 B Scheduled Component, to its
applicable Scheduled Amount for such Distribution Date,
until the Component Principal Balance of each such
Component has been reduced to zero;
(vi) concurrently, to the Class A-1 Certificates and the
Class A-6 A Scheduled Component, pro rata, without
regard to their respective Scheduled Amounts for such
Distribution Date, until the Class A Subclass Principal
Balance of such Subclass and the Component Principal
Balance of such Component have been reduced to zero;
and
(vii) sequentially to the Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, without regard to their
respective Scheduled Amounts for such Distribution
Date, until the Class A Subclass Principal Balance of
each such Subclass has been reduced to zero.
second, to the Class A-11 Certificates, until the Class A
Subclass Principal Balance has been reduced to zero; and
third, concurrently, to the Class A-R and Class A-LR
Certificates, pro rata, until the Class A Subclass Principal Balance of each
such Subclass has been reduced to zero.
On each Distribution Date prior to the Cross-Over Date, the
Group II Principal Distribution Amount will be allocated among and distributed
in reduction of the Class A Subclass Principal Balance of the Group II
Certificates as follows:
first, to the Class A-18 Certificates, up to the Class A-18
Priority Amount;
second, on each Distribution Date on and after the
Distribution Date in August 1999, concurrently, to the Class A-16, Class A-17
and Class A-19 Certificates, pro rata, an amount up to $30,000 until the Class A
Subclass Principal Balance of each such Subclass has been reduced to zero;
third, sequentially, to the Class A-12, Class A-13, Class A-14
and Class A-15 Certificates, until the Class A Subclass Principal Balance of
each such Subclass has been reduced to zero;
fourth, concurrently, to the Class A-16, Class A-17 and Class
A-19 Certificates, pro rata, until the Class A Subclass Principal Balance of
each such Subclass has been reduced to zero; and
fifth, to the Class A-18 Certificates, until the Class A
Subclass Principal Balance thereof has been reduced to zero.
As used above, the "Scheduled Amount" for any Distribution
Date and for any Subclass of Scheduled Certificates, the Class A-6 Components or
the Class A-7 Accrual Component means the amount, if any, that would reduce the
Class A Subclass Principal Balance of such Subclass or the Component Principal
Balance of such Component to the percentage of its initial Class A Subclass
Principal Balance or initial Component Principal Balance shown in the tables
below for such Distribution Date.
As used above, the "400% SPA Targeted Balance" for any
Distribution Date means the amount equal to the percentage for such Distribution
Date shown in the following tables of the Cut-Off Date Aggregate Principal
Balance of the Mortgage Loans.
As used above, the "175% SPA Targeted Balance" for any
Distribution Date means the amount equal to the percentage for such Distribution
Date shown in the following tables of the Cut-Off Date Aggregate Principal
Balance of the Mortgage Loans.
Notwithstanding the foregoing, on each Distribution Date
occurring on or after the Cross-Over Date, the Class A Principal Distribution
Amount will be distributed among the Subclasses of Class A Certificates pro rata
in accordance with their respective outstanding Class A Subclass Principal
Balances without regard to either the proportions or the priorities set forth
above.
The following table sets forth for each Distribution Date the
400% SPA Targeted Balance and 175% SPA Targeted Balance, each expressed as a
percentage of the Cut-Off Date Aggregate Principal Balance of the Mortgage
Loans.
<TABLE>
<CAPTION>
Distribution 400 SPA 175 SPA Distribution 400 SPA 175 SPA
Date Targeted Balance Targeted Balance Date Targeted Balance Targeted Balance
- --------------- ---------------- ---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
August 1996 99.67030498% 99.81815306% May 2000 44.92509516% 70.48039537%
September 1996 99.27347186 99.60688208 June 2000 43.86647363 69.76362237
October 1996 98.80971770 99.36626279 July 2000 42.83247792 69.05362284
November 1996 98.27939722 99.09639731 August 2000 41.82254011 68.35033397
December 1996 97.68300344 98.79741413 September 2000 40.83610531 67.65369354
January 1997 97.02116786 98.46946808 October 2000 39.87263134 66.96363989
February 1997 96.29466022 98.11274029 November 2000 38.93158847 66.28011195
March 1997 95.50438773 97.72743804 December 2000 38.01245909 65.60304919
April 1997 94.65139390 97.31379460 January 2001 37.11473748 64.93239165
May 1997 93.73687906 96.87207837 February 2001 36.23792953 64.26807993
June 1997 92.76215237 96.40257381 March 2001 35.38155244 63.61005518
July 1997 91.72865278 95.90559069 April 2001 34.54513450 62.95825906
August 1997 90.63795805 95.38146899 May 2001 33.72821483 62.31263380
September 1997 89.49175623 94.83056805 June 2001 32.93034311 61.67312216
October 1997 88.29189048 94.25328711 July 2001 32.15107935 61.03966743
November 1997 87.04028030 93.65003320 August 2001 31.38999369 60.41221339
December 1997 85.73898991 93.02125217 September 2001 30.64666610 59.79070439
January 1998 84.39021822 92.36742676 October 2001 29.92068621 59.17508525
February 1998 82.99636364 91.68910804 November 2001 29.21165308 58.56530132
March 1998 81.55985279 90.98684331 December 2001 28.51917496 57.96129846
April 1998 80.08349823 90.26133746 January 2002 27.84286909 57.36302301
May 1998 78.56995270 89.51321585 February 2002 27.18236153 56.77042182
June 1998 77.02245946 88.74336125 March 2002 26.53728690 56.18344222
July 1998 75.44395921 87.95252205 April 2002 25.90728822 55.60203204
August 1998 73.83828480 87.14185100 May 2002 25.29201672 55.02613957
September 1998 72.20949946 86.31262235 June 2002 24.69113164 54.45571360
October 1998 70.56491585 85.46761527 July 2002 24.10430003 53.89070337
November 1998 68.92406917 84.61527157 August 2002 23.53119663 53.33105861
December 1998 67.30940065 83.76565139 September 2002 22.97150363 52.77672951
January 1999 65.73104193 82.92353245 October 2002 22.42491052 52.22766670
February 1999 64.18927997 82.08934867 November 2002 21.89111394 51.68382128
March 1999 62.68327263 81.26302653 December 2002 21.36981751 51.14514481
April 1999 61.21219708 80.44449319 January 2003 20.86073165 50.61158928
May 1999 59.77524931 79.63367649 February 2003 20.36357344 50.08310713
June 1999 58.37164370 78.83050492 March 2003 19.87806649 49.55965124
July 1999 57.00061265 78.03490765 April 2003 19.40394075 49.04117493
August 1999 55.66140613 77.24681449 May 2003 18.94093237 48.52763194
September 1999 54.35329128 76.46615589 June 2003 18.48878359 48.01897643
October 1999 53.07555201 75.69286295 July 2003 18.04724258 47.51516301
November 1999 51.82748866 74.92686741 August 2003 17.61606330 47.01614669
December 1999 50.60841758 74.16810164 September 2003 17.19500537 46.52188290
January 2000 49.41767079 73.41649863 October 2003 16.78383395 46.03232746
February 2000 48.25459560 72.67199197 November 2003 16.38231960 45.54743665
March 2000 47.11855429 71.93451589 December 2003 15.99023817 45.06716709
April 2000 46.00892376 71.20400521 January 2004 15.60737067 44.59147585
</TABLE>
<PAGE>
<TABLE>
Targeted Balances
as a Percentage of Cut-Off Date Aggregate Principal Balance (Continued)
<CAPTION>
Distribution 400 SPA 175 SPA Distribution 400 SPA 175 SPA
Date Targeted Balance Targeted Balance Date Targeted Balance Targeted Balance
- --------------- ---------------- ---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
February 2004 15.23350314% 44.12032037% November 2007 5.04861455% 26.99345467%
March 2004 14.86842657 43.65365849 December 2007 4.92451643 26.69108691
April 2004 14.51193675 43.19144845 January 2008 4.80338423 26.39164135
May 2004 14.16383418 42.73364885 February 2008 4.68514833 26.09509073
June 2004 13.82392396 42.28021869 March 2008 4.56974071 25.80140804
July 2004 13.49201568 41.83111735 April 2008 4.45709491 25.51056652
August 2004 13.16792330 41.38630458 May 2008 4.34714605 25.22253965
September 2004 12.85146511 40.94574050 June 2008 4.23983073 24.93730118
October 2004 12.54246355 40.50938559 July 2008 4.13508702 24.65482506
November 2004 12.24074517 40.07720072 August 2008 4.03285446 24.37508552
December 2004 11.94614052 39.64914710 September 2008 3.93307395 24.09805702
January 2005 11.65848405 39.22518630 October 2008 3.83568779 23.82371424
February 2005 11.37761405 38.80528025 November 2008 3.74063963 23.55203210
March 2005 11.10337252 38.38939123 December 2008 3.64787441 23.28298576
April 2005 10.83560511 37.97748187 January 2009 3.55733836 23.01655061
May 2005 10.57416105 37.56951515 February 2009 3.46897894 22.75270226
June 2005 10.31889301 37.16545437 March 2009 3.38274488 22.49141655
July 2005 10.06965710 36.76526318 April 2009 3.29858604 22.23266953
August 2005 9.82631273 36.36890559 May 2009 3.21645350 21.97643749
September 2005 9.58872257 35.97634591 June 2009 3.13629946 21.72269693
October 2005 9.35675246 35.58754880 July 2009 3.05807722 21.47142457
November 2005 9.13027133 35.20247922 August 2009 2.98174118 21.22259735
December 2005 8.90915114 34.82110248 September 2009 2.90724680 20.97619240
January 2006 8.69326680 34.44338420 October 2009 2.83455058 20.73218710
February 2006 8.48249615 34.06929032 November 2009 2.76361004 20.49055900
March 2006 8.27671980 33.69878710 December 2009 2.69438366 20.25128589
April 2006 8.07582115 33.33184109 January 2010 2.62683092 20.01434574
May 2006 7.87968629 32.96841917 February 2010 2.56091224 19.77971674
June 2006 7.68820395 32.60848853 March 2010 2.49658895 19.54737727
July 2006 7.50126543 32.25201663 April 2010 2.43382329 19.31730592
August 2006 7.31876453 31.89897127 May 2010 2.37257838 19.08948147
September 2006 7.14059752 31.54932052 June 2010 2.31281820 18.86388290
October 2006 6.96666307 31.20303277 July 2010 2.25450756 18.64048939
November 2006 6.79686220 30.86007667 August 2010 2.19761213 18.41928031
December 2006 6.63109821 30.52042119 September 2010 2.14209832 18.20023520
January 2007 6.46927665 30.18403556 October 2010 2.08793339 17.98333382
February 2007 6.31130523 29.85088932 November 2010 2.03508531 17.76855611
March 2007 6.15709383 29.52095227 December 2010 1.98352284 17.55588217
April 2007 6.00655441 29.19419450 January 2011 1.93321544 17.34529232
May 2007 5.85960095 28.87058637 February 2011 1.88413330 17.13676704
June 2007 5.71614945 28.55009852 March 2011 1.83624731 16.93028699
July 2007 5.57611783 28.23270187 April 2011 1.78952903 16.72583302
August 2007 5.43942594 27.91836758 May 2011 1.74395068 16.52338616
September 2007 5.30599546 27.60706710 June 2011 1.69948516 16.32292759
October 2007 5.17574990 27.29877214 July 2011 1.65610597 16.12443870
</TABLE>
<PAGE>
<TABLE>
Targeted Balances
as a Percentage of Cut-Off Date Aggregate Principal Balance (Continued)
<CAPTION>
Distribution 400 SPA 175 SPA Distribution 400 SPA 175 SPA
Date Targeted Balance Targeted Balance Date Targeted Balance Targeted Balance
- --------------- ---------------- ---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
August 2011 1.61378725% 15.92790102% May 2015 0.48494645% 8.83463956%
September 2011 1.57250374 15.73329627 June 2015 0.47166920 8.71057659
October 2011 1.53223077 15.54060634 July 2015 0.45873063 8.58779276
November 2011 1.49294425 15.34981327 August 2015 0.44612115 8.46624855
December 2011 1.45462067 15.16089928 September 2015 0.43383274 8.34593227
January 2012 1.41723703 14.97384675 October 2015 0.42185756 8.22683232
February 2012 1.38077092 14.78863823 November 2015 0.41018795 8.10893722
March 2012 1.34520042 14.60525642 December 2015 0.39881645 7.99223560
April 2012 1.31050414 14.42368420 January 2016 0.38773576 7.87671619
May 2012 1.27666119 14.24390458 February 2016 0.37693877 7.76236783
June 2012 1.24365116 14.06590075 March 2016 0.36641853 7.64917945
July 2012 1.21145413 13.88965605 April 2016 0.35616826 7.53714009
August 2012 1.18005065 13.71515396 May 2016 0.34618981 7.42642151
September 2012 1.14942172 13.54237813 June 2016 0.33648042 7.31709801
October 2012 1.11954880 13.37131236 July 2016 0.32703129 7.20911245
November 2012 1.09041375 13.20194060 August 2016 0.31782539 7.10222504
December 2012 1.06199891 13.03424693 September 2016 0.30885675 6.99642542
January 2013 1.03428699 12.86821560 October 2016 0.30011953 6.89170328
February 2013 1.00726113 12.70383100 November 2016 0.29160804 6.78804845
March 2013 0.98090485 12.54107766 December 2016 0.28331673 6.68545083
April 2013 0.95520209 12.37994025 January 2017 0.27524016 6.58390042
May 2013 0.93013713 12.22040359 February 2017 0.26737305 6.48338731
June 2013 0.90569464 12.06245264 March 2017 0.25971023 6.38390168
July 2013 0.88185966 11.90607250 April 2017 0.25224666 6.28543380
August 2013 0.85861756 11.75124840 May 2017 0.24497740 6.18797406
September 2013 0.83595408 11.59796572 June 2017 0.23789766 6.09151288
October 2013 0.81385526 11.44620995 July 2017 0.23100275 5.99604083
November 2013 0.79230752 11.29596675 August 2017 0.22428809 5.90154853
December 2013 0.77129755 11.14722188 September 2017 0.21774922 5.80802670
January 2014 0.75081238 10.99996125 October 2017 0.21138177 5.71546614
February 2014 0.73083936 10.85417090 November 2017 0.20518148 5.62385774
March 2014 0.71136611 10.70983700 December 2017 0.19914422 5.53319248
April 2014 0.69238056 10.56694583 January 2018 0.19326591 5.44346140
May 2014 0.67387091 10.42548382 February 2018 0.18754262 5.35465566
June 2014 0.65582567 10.28543751 March 2018 0.18197047 5.26676648
July 2014 0.63823358 10.14679359 April 2018 0.17654570 5.17978516
August 2014 0.62108368 10.00953883 May 2018 0.17126464 5.09370307
September 2014 0.60436525 9.87366017 June 2018 0.16612370 5.00851170
October 2014 0.58806784 9.73914463 July 2018 0.16111937 4.92420258
November 2014 0.57218123 9.60597937 August 2018 0.15624825 4.84076734
December 2014 0.55669546 9.47415168 September 2018 0.15150699 4.75819767
January 2015 0.54160079 9.34364894 October 2018 0.14689234 4.67648536
February 2015 0.52688772 9.21445868 November 2018 0.14240113 4.59562225
March 2015 0.51254698 9.08656852 December 2018 0.13803025 4.51560028
April 2015 0.49856950 8.95996619 January 2019 0.13377730 4.43643504
</TABLE>
<PAGE>
<TABLE>
Targeted Balances
as a Percentage of Cut-Off Date Aggregate Principal Balance (Continued)
<CAPTION>
Distribution 400 SPA 175 SPA Distribution 400 SPA 175 SPA
Date Targeted Balance Targeted Balance Date Targeted Balance Targeted Balance
- --------------- ---------------- ---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
February 2019 0.12963868% 4.35809476% December 2022 0.02439513% 1.53398718%
March 2019 0.12561253 4.28061202 January 2023 0.02332708 1.48691570
April 2019 0.12169732 4.20403402 February 2023 0.02229147 1.44036161
May 2019 0.11788997 4.12834283 March 2023 0.02128744 1.39431994
June 2019 0.11418567 4.05344305 April 2023 0.02031413 1.34878575
July 2019 0.11058181 3.97932715 May 2023 0.01937073 1.30375414
August 2019 0.10707585 3.90598765 June 2023 0.01845643 1.25922027
September 2019 0.10366573 3.83343548 July 2023 0.01757045 1.21517935
October 2019 0.10034910 3.76166733 August 2023 0.01671203 1.17162661
November 2019 0.09712309 3.69065313 September 2023 0.01588041 1.12855736
December 2019 0.09398610 3.62041894 October 2023 0.01507502 1.08597866
January 2020 0.09093516 3.55092402 November 2023 0.01429501 1.04387401
February 2020 0.08796808 3.48216130 December 2023 0.01353968 1.00223883
March 2020 0.08508271 3.41412380 January 2024 0.01280837 0.96106859
April 2020 0.08227697 3.34680461 February 2024 0.01210041 0.92035878
May 2020 0.07954884 3.28019688 March 2024 0.01141518 0.88010497
June 2020 0.07689633 3.21429382 April 2024 0.01075205 0.84030273
July 2020 0.07431751 3.14908870 May 2024 0.01011041 0.80094771
August 2020 0.07181048 3.08457486 June 2024 0.00948967 0.76203558
September 2020 0.06937342 3.02074569 July 2024 0.00888927 0.72356204
October 2020 0.06700452 2.95759467 August 2024 0.00830864 0.68552286
November 2020 0.06470204 2.89511530 September 2024 0.00774722 0.64791382
December 2020 0.06246426 2.83330117 October 2024 0.00720450 0.61073075
January 2021 0.06028952 2.77214592 November 2024 0.00668005 0.57398030
February 2021 0.05817619 2.71164326 December 2024 0.00617326 0.53764749
March 2021 0.05612270 2.65178693 January 2025 0.00568364 0.50172827
April 2021 0.05412748 2.59257077 February 2025 0.00521077 0.46622457
May 2021 0.05218904 2.53398863 March 2025 0.00475412 0.43112641
June 2021 0.05030629 2.47605323 April 2025 0.00431364 0.39647008
July 2021 0.04847740 2.41873954 May 2025 0.00388847 0.36221097
August 2021 0.04670095 2.36204162 June 2025 0.00347847 0.32837615
September 2021 0.04497560 2.30595356 July 2025 0.00308316 0.29495709
October 2021 0.04330000 2.25046953 August 2025 0.00270292 0.26203377
November 2021 0.04167287 2.19558373 September 2025 0.00233683 0.22955085
December 2021 0.04009293 2.14129042 October 2025 0.00198595 0.19766518
January 2022 0.03855896 2.08758393 November 2025 0.00164876 0.16625509
February 2022 0.03706974 2.03445863 December 2025 0.00132728 0.13557972
March 2022 0.03562411 1.98190894 January 2026 0.00101948 0.10546417
April 2022 0.03422091 1.92992933 February 2026 0.00072908 0.07635744
May 2022 0.03285904 1.87851434 March 2026 0.00045643 0.04834922
June 2022 0.03153741 1.82765853 April 2026 0.00021534 0.02301914
July 2022 0.03025494 1.77735654 May 2026 0.00005938 0.00638770
August 2022 0.02901062 1.72760305 June 2026 0.00000522 0.00056316
September 2022 0.02780342 1.67839278 July 2026
October 2022 0.02663237 1.62972052 and thereafter 0.00000000 0.00000000
November 2022 0.02549651 1.58158108
</TABLE>
<PAGE>
The following tables set forth for each Distribution Date the
scheduled Class A Subclass Principal Balance for each Subclass of the Scheduled
Certificates and the scheduled Component Principal Balance of each Class A-6
Component and the Class A-7 Accrual Component, each expressed as a percentage of
the initial Class A Subclass Principal Balance or Component Principal Balance,
as the case may be.
<TABLE>
Class A-1 Certificates
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- --------------- ----------------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
August 1996 98.31948381% May 1997 73.34637876% February 1998 31.25659754%
September 1996 96.41825391 June 1997 69.49488404 March 1998 25.58087457
October 1996 94.29680761 July 1997 65.43281547 April 1998 19.71580871
November 1996 91.95575638 August 1997 61.16183223 May 1998 13.66463379
December 1996 89.39582560 September 1997 56.68366261 June 1998 7.43249096
January 1997 86.61785438 October 1997 52.00025733 July 1998 1.02348481
February 1997 83.62279536 November 1997 47.11355659 August 1998
March 1997 80.41171411 December 1997 42.02572206 and thereafter 0.00000000
April 1997 76.98578889 January 1998 36.73912682
</TABLE>
<TABLE>
Class A-2 Certificates
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- -------------- ----------------- --------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including November 1998 64.50054833% April 1999 17.63961406%
July 1998 100.00000000% December 1998 55.03752710 May 1999 8.40770522
August 1998 92.45626271 January 1999 45.61702889 June 1999
September 1998 83.30309613 February 1999 36.24403737 and thereafter 0.00000000
October 1998 73.95657025 March 1999 26.91831214
</TABLE>
<TABLE>
Class A-3 Certificates
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- --------------- ----------------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including October 1999 68.72948384% April 2000 23.95318867%
May 1999 100.00000000% November 1999 61.17214077 May 2000 16.62161901
June 1999 99.34380184 December 1999 53.65290396 June 2000 9.32701699
July 1999 91.63208961 January 2000 46.17158115 July 2000 2.06919641
August 1999 83.95926336 February 2000 38.72798102 August 2000
September 1999 76.32512657 March 2000 31.32191328 and thereafter 0.00000000
</TABLE>
<TABLE>
Class A-4 Certificates
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- ---------------- ----------------- --------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including November 2000 63.13050939% April 2001 14.57507316%
July 2000 100.00000000% December 2000 53.32098704 May 2001 5.01040558
August 2000 92.85837574 January 2001 43.56093017 June 2001
September 2000 82.89895176 February 2001 33.85009023 and thereafter 0.00000000
October 2000 72.98974719 March 2001 24.18821988
</TABLE>
<TABLE>
Class A-5 Certificates
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- --------------- ----------------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including February 2002 66.31240106% December 2002 28.64085271%
May 2001 100.00000000% March 2002 62.44552870 January 2003 24.99047186
June 2001 98.04523320 April 2002 58.59825057 February 2003 21.35854708
July 2001 93.93771426 May 2002 54.77046601 March 2003 17.74498280
August 2001 89.93081866 June 2002 50.96207485 April 2003 14.14968397
September 2001 85.94423700 July 2002 47.17297750 May 2003 10.57255602
October 2001 81.97786479 August 2002 43.42886539 June 2003 7.01350490
November 2001 78.03159818 September 2002 39.70369470 July 2003 3.47243702
December 2001 74.10533380 October 2002 35.99736731 August 2003
January 2002 70.19896886 November 2002 32.30978568 and thereafter 0.00000000
</TABLE>
<TABLE>
Class A-6 A Scheduled Component
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- --------------- ----------------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
August 1996 98.31948400% May 1997 73.34637889% February 1998 31.25659742%
September 1996 96.41825384 June 1997 69.49488409 March 1998 25.58087453
October 1996 94.29680764 July 1997 65.43281554 April 1998 19.71580889
November 1996 91.95575654 August 1997 61.16183216 May 1998 13.66463398
December 1996 89.39582551 September 1997 56.68366265 June 1998 7.43249107
January 1997 86.61785459 October 1997 52.00025717 July 1998 1.02348484
February 1997 83.62279518 November 1997 47.11355671 August 1998
March 1997 80.41171417 December 1997 42.02572206 and thereafter 0.00000000
April 1997 76.98578895 January 1998 36.73912671
</TABLE>
<TABLE>
Class A-6 B Scheduled Component
Schedule I
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- --------------- ----------------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
August 1996 99.72286754% January 1999 64.09021474% June 2001 22.09330885%
September 1996 99.37438380 February 1999 62.31076210 July 2001 20.97098342
October 1996 98.95475345 March 1999 60.55688198 August 2001 19.90814293
November 1996 98.46426420 April 1999 58.82835125 September 2001 18.86467069
December 1996 97.90328641 May 1999 57.12494841 October 2001 17.84039110
January 1997 97.27227336 June 1999 55.44645372 November 2001 16.83512992
February 1997 96.57176071 July 1999 53.79264927 December 2001 15.84871439
March 1997 95.80236635 August 1999 52.16331877 January 2002 14.88097311
April 1997 94.96478982 September 1999 50.55824766 February 2002 13.93173600
May 1997 94.05983503 October 1999 48.97722315 March 2002 13.00083439
June 1997 93.08836211 November 1999 47.42003414 April 2002 12.08810101
July 1997 92.05131079 December 1999 45.88647109 May 2002 11.19336988
August 1997 90.94971237 January 2000 44.37632622 June 2002 10.31647636
September 1997 89.78466204 February 2000 42.88939344 July 2002 9.45725714
October 1997 88.55736957 March 2000 41.42546816 August 2002 8.62806976
November 1997 87.26908019 April 2000 39.98434756 September 2002 7.81610121
December 1997 85.92115102 May 2000 38.56583035 October 2002 7.02119258
January 1998 84.51504580 June 2000 37.16971689 November 2002 6.24318639
February 1998 83.05241200 July 2000 35.79580909 December 2002 5.48192636
March 1998 81.53490066 August 2000 34.44391049 January 2003 4.73725742
April 1998 79.96455619 September 2000 33.11382614 February 2003 4.00902590
May 1998 78.34324619 October 2000 31.80536271 March 2003 3.29707924
June 1998 76.67348350 November 2000 30.51832836 April 2003 2.60126618
July 1998 74.95745895 December 2000 29.25253280 May 2003 1.92143671
August 1998 73.19835989 January 2001 28.00778728 June 2003 1.25744198
September 1998 71.39966117 February 2001 26.78390454 July 2003 0.60913444
October 1998 69.56846946 March 2001 25.58069888 August 2003
November 1998 67.72548017 April 2001 24.39798596 and thereafter 0.00000000
December 1998 65.89546506 May 2001 23.23558308
</TABLE>
<TABLE>
Class A-6 B Scheduled Component
Schedule II
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- --------------- ----------------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including January 2004 67.18484724% August 2004 22.69833586%
July 2003 100.00000000% February 2004 60.72053660 September 2004 16.54617100
August 2003 99.99775289 March 2004 54.28858217 October 2004 10.42428482
September 2003 93.36908122 April 2004 47.88881393 November 2004 4.33251721
October 2003 86.77362877 May 2004 41.52106286 December 2004
November 2003 80.21122113 June 2004 35.18516081 and thereafter 0.00000000
December 2003 73.68168484 July 2004 28.88094043
</TABLE>
<TABLE>
Class A-7 Accrual Component
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- --------------- ----------------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
August 1996 99.90762027% June 2000 80.14891680% April 2004 60.58803370%
September 1996 99.79149610 July 2000 79.75388201 May 2004 59.37629335
October 1996 99.65170066 August 2000 79.36747169 June 2004 58.17652654
November 1996 99.48834372 September 2000 78.98957644 July 2004 56.98862005
December 1996 99.30157171 October 2000 78.62008801 August 2004 55.83757330
January 1997 99.09156764 November 2000 78.25889937 September 2004 54.69776751
February 1997 98.85855105 December 2000 77.90590467 October 2004 53.56909643
March 1997 98.60277779 January 2001 77.56099918 November 2004 52.45145479
April 1997 98.32453984 February 2001 77.22407937 December 2004 51.34473832
May 1997 98.02417282 March 2001 76.89504281 January 2005 50.24884372
June 1997 97.70203952 April 2001 76.57378819 February 2005 49.16366866
July 1997 97.35853769 May 2001 76.26021535 March 2005 48.08911175
August 1997 96.99410385 June 2001 75.95422520 April 2005 47.02507257
September 1997 96.60920382 July 2001 75.65571976 May 2005 45.97145163
October 1997 96.20434922 August 2001 75.37808581 June 2005 44.92815035
November 1997 95.78007089 September 2001 75.10765098 July 2005 43.89507111
December 1997 95.33694397 October 2001 74.84432064 August 2005 42.89468196
January 1998 94.87558564 November 2001 74.58800118 September 2005 41.90387673
February 1998 94.39668001 December 2001 74.33860005 October 2005 40.92256623
March 1998 93.90091784 January 2002 74.09602571 November 2005 39.95066210
April 1998 93.38912455 February 2002 73.86018764 December 2005 38.98807679
May 1998 92.86207097 March 2002 73.63099631 January 2006 38.03472353
June 1998 92.32074365 April 2002 73.40836320 February 2006 37.09051640
July 1998 91.76602464 May 2002 73.19220077 March 2006 36.15537024
August 1998 91.19912450 June 2002 72.98242244 April 2006 35.22920067
September 1998 90.62134560 July 2002 72.77894259 May 2006 34.31192412
October 1998 90.03517469 August 2002 72.58586460 June 2006 33.40345778
November 1998 89.44752369 September 2002 72.39886011 July 2006 32.50371958
December 1998 88.86656475 October 2002 72.21784670 August 2006 31.61262825
January 1999 88.29613770 November 2002 72.04274288 September 2006 30.73010323
February 1999 87.73652405 December 2002 71.87346805 October 2006 29.85606473
March 1999 87.18759058 January 2003 71.70994255 November 2006 28.99043370
April 1999 86.64920555 February 2003 71.55208756 December 2006 28.13313179
May 1999 86.12123861 March 2003 71.39982519 January 2007 27.28408141
June 1999 85.60356084 April 2003 71.25307839 February 2007 26.44320565
July 1999 85.09604470 May 2003 71.11177101 March 2007 25.61042835
August 1999 84.59856406 June 2003 70.97582773 April 2007 24.78567402
September 1999 84.11099413 July 2003 70.84517408 May 2007 23.96886789
October 1999 83.63321147 August 2003 70.72694595 June 2007 23.15993586
November 1999 83.16509401 September 2003 69.41521155 July 2007 22.35880453
December 1999 82.70652098 October 2003 68.11639563 August 2007 21.56540118
January 2000 82.25737292 November 2003 66.83037616 September 2007 20.77965374
February 2000 81.81753170 December 2003 65.55703225 October 2007 20.00149084
March 2000 81.38688044 January 2004 64.29624414 November 2007 19.23084173
April 2000 80.96530355 February 2004 63.04789319 December 2007 18.46763636
May 2000 80.55268670 March 2004 61.81186186 January 2008 17.71180527
</TABLE>
<PAGE>
<TABLE>
Class A-7 Accrual Component (Continued)
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Component Distribution Component Distribution Component
Date Principal Balance Date Principal Balance Date Principal Balance
- --------------- ----------------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
February 2008 16.96327969% December 2008 9.86514050% September 2009 4.04235100%
March 2008 16.22199148 January 2009 9.19261315 October 2009 3.42642739
April 2008 15.48787309 February 2009 8.52661379 November 2009 2.81650290
May 2008 14.76085763 March 2009 7.86708146 December 2009 2.21252147
June 2008 14.04087883 April 2009 7.21395574 January 2010 1.61442753
July 2008 13.32787101 May 2009 6.56717679 February 2010 1.02216603
August 2008 12.62176912 June 2009 5.92668531 March 2010 0.43568244
September 2008 11.92250870 July 2009 5.29242257 April 2010
October 2008 11.23002587 August 2009 4.66433035 and thereafter 0.00000000
November 2008 10.54425737
</TABLE>
<PAGE>
(c) On each Distribution Date occurring on or subsequent to
the Cross-Over Date, the Class A Principal Distribution Amount shall be
distributed among the Subclasses of Class A Certificates (other than the Class
A-6, Class A-7, Class A-8, Class A-9 and Class A-10 Certificates), the Class A-6
Components, the Class A-7 Accrual Component, the Class A-8 Components, the Class
A-9 Components and the Class A-10 Components pro rata in accordance with their
outstanding Class A Subclass Principal Balances and Component Principal
Balances.
(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 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,
Class B-5 and Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(B) 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, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions
of principal; or
(C) 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, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(D) 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 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5 Principal
Balance is greater than zero, the Class B-6 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 Subclasses of Class B
Certificates entitled to receive distributions of principal would reduce the
Subclasses of Class B Certificates entitled to receive distributions of
principal below zero, first 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 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 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 Class B Prepayment Percentage and Class B Percentage in such
computations the difference between (A) the Class B Prepayment Percentage or
Class B Percentage, as the case may be, and (B) the percentages determined in
accordance with the preceding sentence necessary to bring the Class B Subclass
Principal Balance 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 Class
B Prepayment Percentage for such Distribution Date minus the sum of the Class B
Subclass Prepayment Percentages of the Class B Subclasses having lower numerical
Subclass designations, if any, and the remainder of the Class B Percentage for
such Distribution Date minus the sum of the Class B Subclass Percentages of the
Class B Subclasses having lower numerical Subclass designations, if any,
respectively. Any entitlement of any Class B Subclass to principal payments
solely pursuant to this clause (ii) shall not cause such Subclass to be regarded
as being eligible to receive principal distributions for the purpose of applying
the definition of its Class B Subclass Percentage or Class B Subclass Prepayment
Percentage.
(e) The Trust Administrator shall establish and maintain the
Upper-Tier Certificate Account, which shall be a separate trust account and an
Eligible Account. On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent shall, on behalf of
the Master Servicer, from funds available on deposit in the Payment Account, (i)
deposit, in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Subclass Distribution Amount with respect to the Class
A-LR Certificate and all other amounts distributable to the Class A-LR
Certificate. The Trust Administrator may clear and terminate the Upper-Tier
Certificate Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final
Distribution Date (if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Seller), the Paying Agent
shall, on behalf of the Master Servicer, from funds remitted to it by the Master
Servicer, distribute to each Certificateholder of record (other than the Class
A-LR Certificateholder) on the preceding Record Date (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders or in the
last paragraph of this Section 4.01(f) respecting the final distribution in
respect of any 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 11.37, 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 Subclass other than in connection with the
distributions in reduction of the principal balance of the Class A-16 and Class
A-19 Certificates, the aggregate of the Percentage Interests represented by
Certificates of the applicable Subclass of Certificates held by such Holder and,
in the case of distributions in reduction of the principal balance of the Class
A-16 and Class A-19 Certificates, as provided in Section 4.07) of the Class A
Subclass Distribution Amount with respect to each Subclass of Class A
Certificates and the Class B Subclass Distribution Amount with respect to each
such Subclass of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Class A Subclass Principal Balance of any Subclass of
Class A Certificates (other than the Class A-7, Class A-R or Class A-LR
Certificates) or the Class B Subclass Principal Balance of any Subclass of Class
B Certificates would be reduced to zero, or in the case of the Class A-7
Certificates, upon the later that would occur of the Class A Subclass Principal
Balance, the Class A-7 IO A Notional Amount or the Class A-7 IO B Notional
Amount being reduced to zero, the Master Servicer shall, as soon as practicable
after the Determination Date relating to such Distribution Date, send a notice
to the Trust Administrator. The Trust Administrator will then send a notice to
each Certificateholder of such Subclass with a copy to the Certificate
Registrar, specifying that the final distribution with respect to such Subclass
will be made on such Distribution Date only upon the presentation and surrender
of such Certificateholder's Certificates at the office or agency of the Trust
Administrator therein specified; provided, however, that the failure to give
such notice will not entitle a Certificateholder to any interest beyond the
interest payable with respect to such Distribution Date in accordance with
Section 4.01(a).
(g) The Paying Agent (or if no Paying Agent is appointed by
the Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Non-U.S. Persons. Amounts withheld pursuant to this Section 4.01(g) shall be
treated as having been distributed to the related Certificateholder for all
purposes of this Agreement. For the purposes of this paragraph, a "Non-U.S.
Person" is an individual, corporation, partnership or other person other than a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, or an estate or trust that is subject to U.S.
federal income tax regardless of the source of its income.
Section 4.02. Allocation of Realized Losses. (a) With respect
to any Distribution Date, the principal portion of Realized Losses (other than
Debt Service Reductions, Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses) will be allocated as follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than
the Class A-7 Certificates with respect to the Class A-7 PO Component) and Class
A-7 Certificates with respect to the Class A-7 PO Component 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 Subclass 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-7 Certificates with respect to the Class A-7 PO Component will equal the
product of the amount of any such principal loss and the PO Fraction for such
Mortgage Loan. The principal portion of any Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses remaining after allocation to the
Class A-7 Certificates with respect to the Class A-7 PO Component in accordance
with the preceding sentence shall be allocated pro rata among the Class A (other
than the Class A-7 Certificates with respect to the Class A-7 PO Component) and
Class B Certificates based on the Class A Non-PO Principal Balance and the Class
B Principal Balance. 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-6, Class A-7, Class
A-8, Class A-9 and Class A-10 Certificates), the Class A-6 A Scheduled
Component, the Class A-6 B Scheduled Component, the Class A-7 Accrual Component,
the Class A-8 A Component, the Class A-8 B Component, the Class A-9 A Component,
the Class A-9 B Component, the Class A-10 A Component and the Class A-10 B
Component in accordance with the Class A Subclass Loss Percentages, the Class
A-6 A Scheduled Component Loss Percentage, the Class A-6 B Scheduled Component
Loss Percentage, the Class A-7 Accrual Component Loss Percentage, the Class A-8
A Component Loss Percentage, the Class A-8 B Component Loss Percentage, the
Class A-9 A Component Loss Percentage, the Class A-9 B Component Loss
Percentage, the Class A-10 A Component Loss Percentage and the Class A-10 B
Component Loss Percentage, respectively, 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 pursuant to Section 4.02(a) or Section
4.02(b) shall be allocated among the Certificates of such Subclass 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 or any Subclasses of
Class B Certificates, each outstanding Subclass to which such Realized Loss had
previously been allocated shall be entitled to its share (with respect to the
Class A-7 PO Component of the Class A-7 Certificates, based on the PO Fraction
of such Mortgage Loan and, with respect to the Class A Certificates (other than
the Class A-7 Certificates with respect to the Class A-7 PO Component) 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 Subclass on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Subclass of Certificates has been reduced to zero, such 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 Subclass in accordance with the preceding provisions, each
outstanding 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 Subclass.
(e) The interest portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses shall be allocated among (i)
the Class A Certificates and Financial Security and (ii) the Class B
Certificates, pro rata based on the Senior 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 and Financial Security shall be allocated among the outstanding
Subclasses of Class A Certificates (other than the Class A-7 Certificates), the
Class A-7 Components (other than the Class A-7 PO Component) and Financial
Security based on their Class A Subclass Interest Percentages, Component
Interest Percentages and the Premium Percentage, 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 B Principal Balance has been
reduced to zero, the interest portion of Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be
allocated among the outstanding Subclasses of Class A Certificates (other than
the Class A-7 Certificates), the Class A-7 Components (other than the Class A-7
PO Component) and Financial Security based on their Class A Subclass Interest
Percentages, Component Interest Percentages and the Premium Percentage, as the
case may be.
(f) Realized Losses allocated in accordance with this Section
4.02 will be allocated on the Determination Date in the second month following
the month in which such loss was incurred with respect to the preceding
Distribution Date.
(g) With respect to any Distribution Date, the principal
portion of Realized Losses and recoveries attributable to previously allocated
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in an amount equal to the amount
allocated to its respective Corresponding Upper-Tier Class, Classes, Component
or Components as provided above.
With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03. Paying Agent. (a) The Master Servicer hereby
appoints the Trust Administrator as initial Paying Agent to make distributions
to Certificateholders and to forward to Certificateholders the periodic
statements and the annual statements required by Section 4.04 as agent of the
Master Servicer.
The Master Servicer may, at any time, remove or replace the
Paying Agent.
The Master Servicer shall cause any Paying Agent that is not
the Trust Administrator to execute and deliver to the Trust Administrator an
instrument in which such Paying Agent agrees with the Trust Administrator that
such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders or
otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment
Account, which shall be a separate trust account and an Eligible Account, in
which the Master Servicer shall cause to be deposited from funds in the
Certificate Account, the Reserve Fund, the Rounding 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, (c) the
amount of any recovery in respect of a Realized Loss, (d) the amount of any
Reserve Withdrawal and (e) the Rounding Amount, if any, with respect to the
Payment Account. The Master Servicer may cause the Paying Agent to invest the
funds in the Payment Account. Any such investment shall be in Eligible
Investments, which shall mature not later than the Business Day preceding the
related Distribution Date (unless the Eligible Investments are obligations of
the Trust Administrator, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
Section 4.04. Statements to Certificateholders; Report to the
Trust Administrator and the Seller. Concurrently with each distribution pursuant
to Section 4.01(f), the Master Servicer, or the Paying Agent appointed by the
Master Servicer (upon receipt of such statement from the Master Servicer), shall
forward or cause to be forwarded by mail to each Holder of a Certificate, the
Seller and Financial Security 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 A-7 Certificates attributable to the Class A-7 PO Component,
identifying the aggregate amount of any Unscheduled Principal Receipts
included therein;
(iv) in the case of the Class A-7 Certificates, the Class
A-7 IO A Component Notional Amount and the Class A-7 IO B Component
Notional Amount with respect to such Distribution Date;
(v) the amount of such distribution to Holders of each
Class B Subclass allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included
therein;
(vi) (a) the amount of such distribution to Holders of
each Class B Subclass allocable to interest, (b) the amount of the
Current Class B Interest Distribution Amount allocated to each Class B
Subclass and the Pass-Through Rate applicable to such Distribution
Date, (c) any Class B Subclass Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Subclass
Unpaid Interest Shortfall with respect to each Class B Subclass after
giving effect to such distribution, (d) the amount of any Non-Supported
Interest Shortfall allocated to each Class B Subclass for such
Distribution Date, and (e) the interest portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Class B Subclass for such Distribution Date;
(vii) the amount of any Periodic Advance by any Servicer,
the Master Servicer or the Trust Administrator pursuant to the
Servicing Agreements or this Agreement;
(viii) the number of Mortgage Loans outstanding as of
the preceding Determination Date;
(ix) the Class A Non-PO Principal Balance, the Class A
Subclass Principal Balance of each Subclass of Class A Certificates,
the Component Principal Balances of the Class A-6 A Scheduled
Component, the Class A-6 B Scheduled Component, the Class A-7 Accrual
Component, the Class A-7 PO Component, the Class A-8 A Component, the
Class A-8 B Component, the Class A-9 A Component, the Class A-9 B
Component, the Class A-10 A Component and the Class A-10 Component, 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 B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 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);
(xv) the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 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);
(xvi) the number and aggregate principal balances of
Mortgage Loans delinquent (a) one month, (b) two months and (c) three
months or more;
(xvii) the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding Determination Date;
(xviii) the book value of any real estate acquired
through foreclosure or grant of a deed in lieu of foreclosure;
(xix) 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;
(xx) 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;
(xxi) the aggregate amount of Bankruptcy Losses allocated
to each Subclass of Class B Certificates in accordance with Section
4.02(a) since the Relevant Anniversary;
(xxii) the amount by which the Class B Subclass Principal
Balance of each Subclass of Class B Certificates has been reduced as a
result of Realized Losses allocated as of such Distribution Date;
(xxiii) 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;
(xxiv) 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;
(xxv) the Class A-7 PO Component Deferred Amount, if any;
(xxvi) in the case of the Class A-16 Certificates, (a) the
Class A-16 Distribution Deficiency, if any, for such Distribution Date,
(b) amounts, if any, in respect of the Class A-16 Distribution
Deficiency paid under the Policy and (c) the amounts attributable to
the Class A-16 Certificates;
(xxvii) in the case of the Class A-19 Certificates, (a) the
Class A-19 Distribution Deficiency, if any, for such Distribution Date,
(b) amounts, if any, in respect of the Class A-19 Distribution
Deficiency paid under the Policy and (c) the amounts attributable to
the Class A-19 Certificates;
(xxviii)in the case of the Class A-16 and Class A-19
Certificates, the amount remaining in the Reserve Fund after taking
into account the Reserve Withdrawal for such Distribution Date; and
(xxix) such other customary information as the Master
Servicer deems necessary or desirable to enable Certificateholders to
prepare their tax returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a
Subclass of Class A Certificates pursuant to clauses (i), (ii), (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 or Class B
Certificate (other than a Class A-7, Class A-R, Class A-LR or Class B-6
Certificate) with a $1,000 Denomination, as a dollar amount per Class A-R or
Class A-LR Certificate with a $100 Denomination and as a dollar amount per Class
A-7 or Class B-6 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),
(ii)(a) and (iii) above in the case of a Class A Certificateholder and the
information contained in clauses (iv) and (v) 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.
Prior to the close of business on the third Business Day
preceding each Distribution Date, the Master Servicer shall furnish a statement
to the Trust Administrator, any Paying Agent and the Seller (the information in
such statement to be made available to Certificateholders by the Master Servicer
on written request) setting forth the Class A Subclass Distribution Amount with
respect to each Class A Subclass, the Class A-7 PO Component Distribution Amount
and the Class B Subclass Distribution Amount with respect to each Class B
Subclass. Upon receipt of any such statement, the Trust Administrator shall
promptly forward a copy of such statement to Financial Security. The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trust Administrator and the Paying Agent shall be protected in relying
upon the same without any independent check or verification.
In addition to the reports required pursuant to this Section
4.04, the Master Servicer shall make available upon request to each Holder and
each proposed transferee of a Class B 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. Reserve Fund. (a) The Reserve Fund shall be
established on the Closing Date and maintained by the Trust Administrator in
accordance with this Section 4.06. At the time the Reserve Fund is established,
the Seller shall cause to be deposited into the Reserve Fund the amount of
$2,000.
With respect to each Distribution Date, the Reserve Withdrawal
shall be withdrawn by the Trust Administrator from the amount on deposit in the
Reserve Fund in accordance with this Section 4.06 and distributed on such
Distribution Date, pro rata, between the Class A-16 Certificates and Class A-19
Certificates based on the amounts described in clause (b) of the definition of
"Reserve Withdrawal" in Article I. The amounts distributed to the Class A-16 and
Class A-19 Certificates will be distributed pro rata, based on Percentage
Interest, to the Holders of the Class A-16 and Class A-19 Certificates,
respectively.
Notwithstanding anything herein to the contrary, on the
Distribution Date on which the Class A Subclass Principal Balances of the Class
A-16 and Class A-19 Certificates have been reduced to zero, any funds then on
deposit in the Reserve Fund shall be distributed to Lehman Brothers at the
address provided by it to the Trust Administrator.
(b) The Reserve Fund will be an "outside reserve fund" under
the REMIC Provisions that is beneficially owned for federal income tax purposes
by Lehman Brothers, which shall report all income, gain, deduction or loss with
respect thereto, and will not be an asset of the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate.
Section 4.07. Distributions in Reduction of the Class A-16 and
Class A-19 Certificates. Distributions in reduction of the Class A Subclass
Principal Balance of the Class A-16 or Class A-19 Certificates will be made in
integral multiples of $1,000 at the request of the appropriate representatives
of Deceased Holders of such Subclass and at the request of Living Holders of
such Subclass or by mandatory distributions by random lot, pursuant to clauses
(a) and (d) below, or on a pro rata basis pursuant to clause (f) below.
(a) On each Distribution Date on which distributions in
reduction of the Class A Subclass Principal Balance of the Class A-16 or Class
A-19 Certificates are made, such distributions will be made with respect to such
Subclass in the following priority:
(i) any request by the personal representatives of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common, but not exceeding an
aggregate principal balance for such Subclass of $100,000 per request;
and
(ii) any request by a Living Holder, but not exceeding an
aggregate principal balance for such Subclass of $10,000 per request.
Thereafter, distributions will be made, with respect to each
such Subclass, as provided in clauses (i) and (ii) above up to a second $100,000
and $10,000, respectively. This sequence of priorities will be repeated for each
request for principal distributions for such Subclass made by the Beneficial
Owners of the Class A-16 and Class A-19 Certificates until all such requests
have been honored.
Requests for distributions in reduction of the principal
balances of Class A-16 or Class A-19 Certificates presented on behalf of
Deceased Holders in accordance with the provisions of clause (i) above will be
accepted in order of their receipt by the Clearing Agency. Requests for
distributions in reduction of the principal balance of Class A-16 or Class A-19
Certificates presented in accordance with the provisions of clause (ii) above
will be accepted in the order of their receipt by the Clearing Agency after all
requests with respect to such Subclass presented in accordance with clause (i)
have been honored. All requests for distributions in reduction of the principal
balances of the Class A-16 and Class A-19 Certificates will be accepted in
accordance with the provisions set forth in Section 4.07(c). All requests for
distributions in reduction of the principal balance of Class A-16 or Class A-19
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trust Administrator no
later than the close of business on the related Record Date. Requests for
distributions which are received by the Clearing Agency and forwarded to the
Trust Administrator after the related Record Date and requests, in either case,
for distributions not accepted with respect to any Distribution Date, will be
treated as requests for distributions in reduction of the principal balance of
Class A-16 or Class A-19 Certificates on the next succeeding Distribution Date,
and each succeeding Distribution Date thereafter, until each such request is
accepted or is withdrawn as provided in Section 4.07(c). Such requests as are
not so withdrawn shall retain their order of priority without the need for any
further action on the part of the appropriate Beneficial Owner of the related
Class A-16 or Class A-19 Certificate, all in accordance with the procedures of
the Clearing Agency and the Trust Administrator. Upon the transfer of beneficial
ownership of any Class A-16 or Class A-19 Certificate, any distribution request
previously submitted with respect to such Certificate will be deemed to have
been withdrawn only upon the receipt by the Trust Administrator of notification
of such withdrawal using a form required by the Clearing Agency.
Distributions in reduction of the principal balances of the
Class A-16 and Class A-19 Certificates will be applied, in the aggregate with
respect to each Subclass, in an amount equal to the Class A Principal
Distribution Amount allocable to such Subclass pursuant to Section 4.01(b), plus
any amounts available for distribution from the Rounding Account for such
Subclass established as provided in Section 4.07(e), provided that the aggregate
distribution in reduction of the Class A Subclass Principal Balance of each such
Subclass on any Distribution Date is made in an integral multiple of $1,000.
To the extent that the portion of the Class A Principal
Distribution Amount allocable to distributions in reduction of the Class A
Subclass Principal Balance of the Class A-16 or Class A-19 Certificates on any
Distribution Date exceeds the aggregate principal balances of Class A-16 or
Class A-19 Certificates, as applicable, with respect to which distribution
requests, as set forth above, have been received (plus any amounts required to
be distributed pursuant to the Rounding Account), distributions in reduction of
the Class A Subclass Principal Balance of the Class A-16 or Class A-19
Certificates will be made by mandatory distribution pursuant to Section 4.07(d).
(b) A Class A-16 or Class A-19 Certificate shall be deemed to
be held by a Deceased Holder for purposes of this Section 4.07 if the death of
the Beneficial Owner thereof is deemed to have occurred. Class A-16 and Class
A-19 Certificates beneficially owned by tenants by the entirety, joint tenants
or tenants in common will be considered to be beneficially owned by a single
owner. The death of a tenant by the entirety, joint tenant or tenant in common
will be deemed to be the death of the Beneficial Owner, and the Class A-16 or
Class A-19 Certificates so beneficially owned will be eligible for priority with
respect to distributions in reduction of the principal balance of such Subclass
thereof, subject to the limitations stated above. Class A-16 or Class A-19
Certificates beneficially owned by a trust will be considered to be beneficially
owned by each beneficiary of the trust to the extent of such beneficiary's
beneficial interest therein, but in no event will a trust's beneficiaries
collectively be deemed to be Beneficial Owners of a number of Individual Class
A-16 Certificates or Individual Class A-19 Certificates greater than the number
of Individual Class A-16 Certificates or Individual Class A-19 Certificates, as
applicable, of which such trust is the owner. The death of a beneficiary of a
trust will be deemed to be the death of a Beneficial Owner of the Class A-16 or
Class A-19 Certificates, as applicable, owned by the trust to the extent of such
beneficiary's beneficial interest in such trust. The death of an individual who
was a tenant by the entirety, joint tenant or tenant in common in a tenancy
which is the beneficiary of a trust will be deemed to be the death of the
beneficiary of such trust. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership
interests in Individual Class A-16 Certificates or Individual Class A-19
Certificates will be deemed to be the death of the Beneficial Owner of such
Class A-16 or Class A-19 Certificates regardless of the registration of
ownership, if such beneficial interest can be established to the satisfaction of
the Trust Administrator. Such beneficial interest will be deemed to exist in
typical cases of street name or nominee ownership, ownership by a trustee,
ownership under the Uniform Gifts to Minors Act and community property or other
joint ownership arrangements between a husband and wife. Beneficial interests
shall include the power to sell, transfer or otherwise dispose of a Class A-16
or Class A-19 Certificate and the right to receive the proceeds therefrom, as
well as interest and distributions in reduction of the principal balances of the
Class A-16 or Class A-19 Certificates, as applicable, payable with respect
thereto. The Trust Administrator shall not be under any duty to determine
independently the occurrence of the death of any deceased Beneficial Owner. The
Trust Administrator may rely entirely upon documentation delivered to it
pursuant to Section 4.07(c) in establishing the eligibility of any Beneficial
Owner to receive the priority accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal
balance of Class A-16 or Class A-19 Certificates must be made by delivering a
written request therefor to the Clearing Agency Participant or Clearing Agency
Indirect Participant that maintains the account evidencing such Beneficial
Owner's interest in Class A-16 or Class A-19 Certificates. In the case of a
request on behalf of a Deceased Holder, appropriate evidence of death and any
tax waivers are required to be forwarded to the Trust Administrator under
separate cover. The Clearing Agency Participant should in turn make the request
of the Clearing Agency (or, in the case of a Clearing Agency Indirect
Participant, such Clearing Agency Indirect Participant must notify the related
Clearing Agency Participant of such request, which Clearing Agency Participant
should make the request of the Clearing Agency) on a form required by the
Clearing Agency and provided to the Clearing Agency Participant. Upon receipt of
such request, the Clearing Agency will date and time stamp such request and
forward such request to the Trust Administrator. The Clearing Agency may
establish such procedures as it deems fair and equitable to establish the order
of receipt of requests for such distributions received by it on the same day.
Neither the Master Servicer, the Trust Administrator nor the Trustee shall be
liable for any delay in delivery of requests for distributions or withdrawals of
such requests by the Clearing Agency, a Clearing Agency Participant or any
Clearing Agency Indirect Participant.
The Trust Administrator shall maintain a list of those
Clearing Agency Participants representing the appropriate Beneficial Owners of
Class A-16 or Class A-19 Certificates that have submitted requests for
distributions in reduction of the principal balance of Certificates of such
Subclass, together with the order of receipt and the amounts of such requests.
The Clearing Agency will honor requests for distributions in the order of their
receipt (subject to the priorities described in Section 4.07(a) above). The
Trust Administrator shall notify the Clearing Agency and the appropriate
Clearing Agency Participants as to which requests should be honored on each
Distribution Date. Requests shall be honored by the Clearing Agency in
accordance with the procedures, and subject to the priorities and limitations,
described in this Section 4.07. The exact procedures to be followed by the Trust
Administrator and the Clearing Agency for purposes of determining such
priorities and limitations will be those established from time to time by the
Trust Administrator or the Clearing Agency, as the case may be. The decisions of
the Trust Administrator and the Clearing Agency concerning such matters will be
final and binding on all affected persons.
Individual Class A-16 Certificates and Individual Class A-19
Certificates which have been accepted for a distribution shall be due and
payable on the applicable Distribution Date. Such Certificates shall cease to
bear interest after the last day of the month preceding the month in which such
Distribution Date occurs, and notwithstanding anything to the contrary herein,
no amounts shall be due from Financial Security or otherwise with respect to
interest on such Certificates after such last day of the month.
Any Beneficial Owner of a Class A-16 or Class A-19 Certificate
which has requested a distribution may withdraw its request by so notifying in
writing the Clearing Agency Participant or Clearing Agency Indirect Participant
that maintains such Beneficial Owner's account. In the event that such account
is maintained by a Clearing Agency Indirect Participant, such Clearing Agency
Indirect Participant must notify the related Clearing Agency Participant which
in turn must forward the withdrawal of such request, on a form required by the
Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a
request for distribution has not been received by the Clearing Agency and
forwarded to the Trust Administrator on or before the Record Date for the next
Distribution Date, the previously made request for distribution will be
irrevocable with respect to the making of distributions in reduction of the
Class A Subclass Principal Balance of Class A-16 or Class A-19 Certificates on
such Distribution Date.
In the event any requests for distributions in reduction of
the principal balance of Class A-16 or Class A-19 Certificates are rejected by
the Trust Administrator for failure to comply with the requirements of this
Section 4.07, the Trust Administrator shall return such request to the
appropriate Clearing Agency Participant with a copy to the Clearing Agency with
an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of
the Class A Subclass Principal Balance of Class A-16 or Class A-19 Certificates
on a Distribution Date exceed the outstanding principal balances of Certificates
of such Subclass with respect to which distribution requests have been received
by the related Record Date, as provided in Section 4.07(a) above, distributions
in reduction of the Class A Subclass Principal Balance of the Class A-16 or
Class A-19 Certificates, as applicable, will be made by mandatory distributions
in reduction thereof. Such mandatory distributions on Individual Class A-16
Certificates and Individual Class A-19 Certificates will be made by random lot
in accordance with the then-applicable random lot procedures of the Clearing
Agency, the Clearing Agency Participants and the Clearing Agency Indirect
Participants representing the Beneficial Owners; provided however, that, if
after the distribution in reduction of the Class A Subclass Principal Balance of
the Class A-16 Certificates or Class A-19 Certificates on the next succeeding
Distribution Date on which mandatory distributions are to be made, the principal
balance of Class A-16 or Class A-19 Certificates, as applicable, would not be
reduced to zero, the Individual Class A-16 Certificates or Individual Class A-19
Certificates to which such distributions will be applied shall be selected by
the Clearing Agency from those Class A-16 or Class A-19 Certificates, as
applicable, not otherwise receiving distributions in reduction of the principal
balance on such Distribution Date. The Trust Administrator shall notify the
Clearing Agency of the aggregate amount of the mandatory distribution in
reduction of the Class A Subclass Principal Balance of the Class A-16 or Class
A-19 Certificates, as applicable, to be made on the next Distribution Date. The
Clearing Agency shall then allocate such aggregate amount among its Clearing
Agency Participants on a random lot basis. Each Clearing Agency Participant and,
in turn, each Clearing Agency Indirect Participant will then select, in
accordance with its own random lot procedures, Individual Class A-16
Certificates or Individual Class A-19 Certificates from among those held in its
accounts to receive mandatory distributions in reduction of the principal
balance of the Certificates of such Subclass, such that the total amount so
selected is equal to the aggregate amount of such mandatory distributions
allocated to such Clearing Agency Participant by the Clearing Agency and to such
Clearing Agency Indirect Participant by its related Clearing Agency Participant,
as the case may be. Clearing Agency Participants and Clearing Agency Indirect
Participants which hold Class A-16 or Class A-19 Certificates selected for
mandatory distributions in reduction of the principal balances are required to
provide notice of such mandatory distributions to the affected Beneficial
Owners. The Master Servicer agrees to notify the Trust Administrator of the
amount of distributions in reduction of the principal balances of Class A-16 and
Class A-19 Certificates to be made on each Distribution Date in a timely manner
such that the Trust Administrator may fulfill its obligations pursuant to the
Letter of Representations dated the Business Day immediately preceding the
Closing Date among the Seller, the Trustee, the Trust Administrator and the
Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be
established with the Trust Administrator and the Depositor shall cause to be
initially deposited with the Trust Administrator a $1,999.98 deposit for the
Rounding Account. On each Distribution Date on which a distribution is made in
reduction of the principal balance of the Class A-16 or Class A-19 Certificates,
funds on deposit in the Rounding Account shall be available to be applied to
round upward to an integral multiple of $1,000 the aggregate distribution in
reduction of the Class A Subclass Principal Balance to be made on the Class A-16
or Class A-19 Certificates. Rounding of such distribution on the Class A-16 and
Class A-19 Certificates shall be accomplished, on the first such Distribution
Date, by withdrawing from the Rounding Account the amount of funds, if any,
needed to round the amount otherwise available for such distribution in
reduction of the principal balance of the Class A-16 or Class A-19 Certificates,
as applicable, upward to the next integral multiple of $1,000. On each
succeeding Distribution Date on which distributions in reduction of the
principal balance of the Class A-16 and Class A-19 Certificates are to be made,
the aggregate amount of such distributions allocable to Certificates of each
such Subclass shall be applied first to repay any funds withdrawn from the
Rounding Account on the prior Distribution Date, and then the remainder of such
allocable amount, if any, shall be similarly rounded upward and applied as
distributions in reduction of the principal balance of the Class A-16 or Class
A-19 Certificates, as applicable; this process shall continue on succeeding
Distribution Dates until the Class A Subclass Principal Balances of the Class
A-16 and Class A-19 Certificates have been reduced to zero. The funds in the
Rounding Account shall be held in a non-interest bearing account and shall not
be reinvested.
Notwithstanding anything herein to the contrary, on the
Distribution Date on which distributions in reduction of the Class A Subclass
Principal Balances of the Class A-16 and Class A-19 Certificates will reduce the
Class A Subclass Principal Balances thereof to zero or in the event that
distributions in reduction of the Class A Subclass Principal Balance of the
Class A-16 and Class A-19 Certificates are made in accordance with the
provisions set forth in Section 4.07(f), an amount equal to the difference
between $1,000 and the sum then held in the Rounding Account shall be paid from
the Pool Distribution Amount to the Rounding Account. Any funds then on deposit
in such Rounding Account shall be distributed to the Holder of the Class A-R
Certificate.
(f) Notwithstanding any provisions herein to the contrary, on
each Distribution Date following the first Distribution Date on which any
principal losses are allocated to the Class A-16 or Class A-19
Certificateholders occurring on or after the earliest to occur of (i) the
Cross-Over Date, (ii) the date on which Special Hazard Losses exceed the Special
Hazard Loss Amount, (iii) the date on which Fraud Losses exceed the Fraud Loss
Amount and (iv) the date on which Bankruptcy Losses exceed the Bankruptcy Loss
Amount, distributions in reduction of the principal balance of the Class A-16
and Class A-19 Certificates (including amounts paid in respect of such losses
under the Policy) will be made on a pro rata basis among the Holders of
Certificates of each such Subclass and will not be made in integral multiples of
$1,000 or pursuant to requested distributions or mandatory distributions by
random lot.
(g) In the event that Definitive Certificates representing the
Class A-16 or Class A-19 Certificates are issued pursuant to Section 5.07, an
amendment to this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the principal balances of the Class A-16 or Class
A-19 Certificates, as applicable, are to be made; provided that such procedures
shall be consistent, to the extent practicable and customary for certificates
similar to the Class A-16 and Class A-19 Certificates, with the provisions of
this Section 4.07.
Section 4.08. Policy Matters. (a) If, on the second Business
Day before any Distribution Date, the Trust Administrator, on behalf of the
Trustee, determines that there will be a Class A-16 Distribution Deficiency or
Class A-19 Distribution Deficiency for such Distribution Date, the Trust
Administrator shall determine the amount of such Class A-16 Distribution
Deficiency or Class A-19 Distribution Deficiency and shall give notice to
Financial Security and the Fiscal Agent, if any (as defined in each Policy), by
telephone or telecopy of the amount of such deficiency confirmed in writing by
the Notice of Claim by 12:00 noon, New York City time on such second Business
Day.
(b) At the time of the execution and delivery of this
Agreement, the Trust Administrator shall establish a separate special purpose
trust account in the name of the Trustee for the benefit of Holders of the Class
A-16 and Class A-19 Certificates referred to herein as the "Policy Payments
Account" over which the Trust Administrator, on behalf of the Trustee, shall
have exclusive control and sole right of withdrawal. The Trust Administrator
shall deposit any amounts paid under the Policies into the Policy Payments
Account and distribute such amounts only for purposes of payment to Holders of
the Class A-16 or Class A-19 Certificates, as applicable, of the Class A-16
Distribution Deficiency or Class A-19 Distribution Deficiency for which a claim
was made and such amounts may not be applied to satisfy any costs, expenses or
liabilities of the Trust Administrator, the Trustee or the Trust Estate. Amounts
paid under a Policy shall be disbursed by the Trust Administrator to Holders of
the Class A-16 or Class A-19 Certificates, as applicable in the same manner as
distributions in reduction of the principal balance of and interest on the
Certificates of such Subclass are made under Section 4.01(e). It shall not be
necessary for such payments of the Class A-16 Distribution Deficiency and Class
A-19 Distribution Deficiency to be made by checks or wire transfers separate
from the check or wire transfer used to pay distributions in reduction of the
principal balance of and interest on the Class A-16 and Class A-19 Certificates
with funds available to make such distributions. However, the amount of any
distribution to be paid from funds transferred from the Policy Payments Account
shall be noted as provided in (c) below and in the statement to be furnished to
Holders of the Class A-16 Certificates or Class A-19 Certificates, as
applicable, and Financial Security pursuant to Section 4.04. Funds held in the
Policy Payments Account shall not be invested by the Trust Administrator.
On any Distribution Date with respect to which a claim has
been made under the Policy, the amount of any funds received by the Trust
Administrator as a result of the claim under the Policy to the extent necessary
to make distributions on the Class A-16 or Class A-19 Certificates equal to the
Class A-16 Distribution Deficiency or Class A-19 Distribution Deficiency on such
Distribution Date shall be withdrawn from the Policy Payments Account and
applied by the Trust Administrator to the payment in full of the Class A-16
Distribution Deficiency or Class A-19 Distribution Deficiency, as applicable.
Any funds deposited into the Policy Payments Account in respect of the Class
A-16 or Class A-19 Certificates that are remaining therein on the first Business
Day following a Distribution Date after the Class A-16 Distribution Deficiency
or Class A-19 Distribution Deficiency has been made to the Certificateholders of
such Subclass shall be remitted in immediately available funds to Financial
Security, pursuant to the instructions of Financial Security, by the end of such
Business Day.
(c) The Trust Administrator shall keep a complete and accurate
record of the Class A-16 Interest Loss Amount, the Class A-16 Principal Loss
Amount, the Class A-19 Interest Loss Amount, the Class A-19 Principal Loss
Amount and any Non-Supported Interest Shortfall allocated to the Class A-16 or
Class A-19 Certificates once the Reserve Fund has been depleted, paid from
moneys received under the Class A-16 Policy and Class A-19 Policy, as
applicable. Financial Security shall have the right to inspect such records at
reasonable times upon one Business Day's prior notice to the Trust
Administrator.
(d) In the event that the Trust Administrator has received a
certified copy of an order of the appropriate court that any distributions in
reduction of the principal balance of or interest on a Class A-16 or Class A-19
Certificate has been avoided in whole or in part as a preference payment under
applicable bankruptcy law, the Trust Administrator shall so notify Financial
Security and the Fiscal Agent (as defined in the applicable Policy), if any,
shall comply with the provisions of the applicable Policy to obtain payment by
Financial Security of such avoided distribution, and shall, at the time it
provides notice to Financial Security, notify, by mail to Holders of the
Certificates of such Subclass that, in the event that any Holder's distribution
is so recovered, such Holder will be entitled to payment pursuant to the terms
of the applicable Policy, a copy of which shall be made available by the Trust
Administrator and the Trust Administrator shall furnish to Financial Security
and the Fiscal Agent, if any, its records evidencing the distributions in
reduction of the principal balance of and interest (including any Non-Supported
Interest Shortfall described in Section 4.08(c)) on the Class A-16 or Class A-19
Certificates, if any, which have been made by the Trust Administrator and
subsequently recovered from Holders, and the dates on which such distributions
were made. Such payment under the applicable Policy shall be disbursed to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the order and not to the Trust Administrator, the Trustee or any Class A-16 or
Class A-19 Certificateholder, as applicable, directly (unless such
Certificateholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the order, in which case
such payment shall be disbursed to the Trust Administrator for distribution to
such Certificateholder upon proof of such payment reasonably satisfactory to
Financial Security).
(e) The Trust Administrator shall promptly notify Financial
Security and the Fiscal Agent, if any, of any proceeding or the institution of
any action seeking the avoidance as a preferential transfer under applicable
bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of
any distribution made with respect to the Class A-16 or Class A-19 Certificates
as to which it has actual knowledge. Each Holder of a Class A-16 or Class A-19
Certificate, by its purchase of such Certificates, the Trustee and the Trust
Administrator hereby agree that Financial Security (so long as no Financial
Security Default exists) may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters relating to such
Preference Claim, including, without limitation, (i) the direction of any appeal
of any order relating to any Preference Claim and (ii) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition and
without limitation of the foregoing, Financial Security shall be subrogated to
the rights of the Trust Administrator, the Trustee and each Holder in the
conduct of any Preference Claim, including, without limitation, all rights of
any party to an adversary proceeding or action with respect to any court order
issued in connection with any such Preference Claim.
(f) The Trustee and the Trust Administrator acknowledge, and
each Holder of a Class A-16 or Class A-19 Certificate by its acceptance of such
Certificate agrees, that without any further action on the part of Financial
Security, Financial Security shall be subrogated to all of the rights to amounts
distributable to such Certificateholders in respect of Class A Subclass Unpaid
Interest Shortfalls, Non-Supported Interest Shortfalls allocated to such
Certificates and recoveries, if any, with respect to the Class A-16 Principal
Loss Amounts or Class A-19 Principal Loss Amounts with respect to amounts paid
under the Class A-16 Policy or Class A-19 Policy, as applicable. The Class A-16
and Class A-19 Certificateholders by acceptance of such Certificates assign
their rights as Holders of such Certificates to Financial Security to the extent
of Financial Security's interest with respect to amounts paid.
(g) The Master Servicer shall designate a Financial Security
Contact Person who shall be available to Financial Security to provide
reasonable access to information regarding the Mortgage Loans. The initial
Financial Security Contact Person is appointed in Section 11.40.
(h) The Trust Administrator, on behalf of the Trustee, shall
surrender each Policy to Financial Security for cancellation upon the expiration
of the term of such Policy as provided in such Policy.
(i) The Trust Administrator upon receipt from the Master
Servicer shall send to Financial Security the report prepared pursuant to
Section 3.05 and the statements prepared pursuant to Section 4.04.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (a) The Class A 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 (except, if necessary, for one Certificate
of each Subclass (other than the Class A-R or Class A-LR Certificate) that
evidences one Single Certificate plus such additional principal portion as is
required in order for all Certificates of such Subclass to equal the aggregate
Original Class A Subclass Principal Balance or the aggregate Original Class B
Subclass Principal Balance of such Subclass, as the case may be), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4,
A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15, A-16, A-17, A-18,
A-19, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, B-6, and D (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the Trust Administrator to or upon the order of the Seller upon
receipt by the Trust Administrator or the Custodian of the documents specified
in Section 2.01. The aggregate principal portion evidenced by the Class A and
Class B Certificates shall be the sum of the amounts specifically set forth in
the respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trust Administrator by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trust Administrator
shall bind the Trust Administrator notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trust Administrator, or unless there appears on such
Certificate a certificate of authentication executed by the Authenticating Agent
by manual signature, and such countersignature or certificate upon a Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
Until such time as Definitive Certificates are issued pursuant
to Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Trust Administrator or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall
be issued in the form of one or more typewritten certificates, to be delivered
to The Depository Trust Company, the initial Clearing Agency, by, or on behalf
of, the Seller. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate
Registrar and the Trust Administrator may deal with the Clearing Agency
for all purposes (including the making of distributions on the
Book-Entry Certificates and the taking of actions by the Holders of
Book-Entry Certificates) as the authorized representative of the
Beneficial Owners;
(iii) to the extent that the provisions of this Section
5.01(b) conflict with any other provisions of this Agreement, the
provisions of this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law, the rules, regulations and procedures of the Clearing Agency
and agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and
transmit distributions of principal and interest on the Certificates to
the Clearing Agency Participants, for distribution by such Clearing
Agency Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
Section 5.02. Registration of Transfer and Exchange of
Certificates. (a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate
at any office or agency maintained for such purpose pursuant to Section 5.06
(and subject to the provisions of this Section 5.02) the Trust Administrator
shall execute, and shall date, authenticate (or cause the Authenticating Agent
to authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class or Subclass.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class or Subclass upon
surrender of the Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange, the Trust
Administrator shall execute, and shall date, authenticate (or cause the
Authenticating Agent to authenticate) and deliver, the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Certificate Registrar or the Trust Administrator) be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Certificate Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.
No service charge shall be made for any transfer or exchange
of Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall
be canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class A-7 or Class B Certificate shall be
made unless the registration requirements of the Securities Act of 1933, as
amended, and any applicable State securities laws are complied with, or such
transfer is exempt from the registration requirements under said Act and laws.
In the event that a transfer is to be made in reliance upon an exemption from
said Act or laws, (i) unless such transfer is made in reliance on Rule 144A, the
Trust Administrator or the Seller may, if such transfer is to be made within
three years after the later of (i) the date of the initial sale of Certificates
or (ii) the last date on which the Seller or any affiliate thereof was a Holder
of the Certificates proposed to be transferred, require a Class A-7 or Class B
Certificateholder to deliver a written Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trust Administrator and the Seller, to
the effect that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from said Act and laws or is
being made pursuant to said Act and laws, which Opinion of Counsel shall not be
an expense of the Trust Administrator, the Seller or the Master Servicer, and
(ii) the Trust Administrator shall require the transferee to execute an
investment letter in the form of Exhibit J hereto certifying to the Seller and
the Trust Administrator the facts surrounding such transfer, which investment
letter shall not be an expense of the Trust Administrator, the Seller or the
Master Servicer. The Holder of a Class A-7 or Class B Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee,
Trust Administrator, the Seller, the Master Servicer and any Paying Agent acting
on behalf of the Trust Administrator against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trust Administrator is under an
obligation to register the Class A-7 or Class B Certificates under said Act or
any other securities law.
(c) No transfer of a Class B Certificate shall be made unless
the Trust Administrator shall have received (i) a representation letter from the
transferee in the form of Exhibit J hereto to the effect that either (a) such
transferee is not an employee benefit plan subject to Title I of ERISA or Code
Section 4975, or a governmental plan as defined in Section 3(32) of ERISA or
Code Section 4975 or subject to any federal, state or local law ("Similar Law")
which is to a material extent similar to the foregoing provisions of ERISA or
the Code (collectively, a "Plan") and is not a person acting on behalf of or
using the assets of any such Plan, which representation letter shall not be an
expense of the Trust Administrator, the Seller or the Master Servicer or (b) if
such transferee is an insurance company, the source of funds used to purchase
the Class B Certificate is an "insurance company general account" (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan with respect
to which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization, 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 (ii) in the case
of any such Class B Certificate presented for registration in the name of a
Plan, or a trustee of any such Plan, an Opinion of Counsel satisfactory to the
Trust Administrator and the Seller to the effect that the purchase or holding of
such Class B Certificate will not result in the assets of the Trust Estate being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trust Administrator,
the Seller or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trust Administrator, the Seller or the Master Servicer. The Class B
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of
the Class A-R or Class A-LR Certificate may be transferred directly or
indirectly to a "disqualified organization" within the meaning of Code Section
860E(e)(5) or an agent of a disqualified organization (including a broker,
nominee, or middleman), to a Plan or a Person investing the assets of a Plan
(such plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trust Administrator
with an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trust Administrator an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class A-R or Class A-LR Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class A-R or Class A-LR Certificate will not be disregarded
for federal income tax purposes (any such person who is not covered by clauses
(i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign
Holder"), and any such purported transfer shall be void and have no effect. The
Trust Administrator shall not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new Class A-R or Class A-LR
Certificate in connection with any such transfer to a disqualified organization
or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited
Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar
nor the Trust Administrator shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R or Class
A-LR Certificate, unless the transferor shall have provided to the Trust
Administrator an affidavit, substantially in the form attached as Exhibit H
hereto, signed by the transferee, to the effect that the transferee is not such
a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R or Class A-LR
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not
executed in connection with the initial issuance of the Class A-R or Class A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or
beneficial interest in any portion of the Class A-R or Class A-LR Certificate
has been transferred, directly or indirectly, to a disqualified organization or
agent thereof (including a broker, nominee, or middleman) in contravention of
the foregoing restrictions, (i) such transferee shall be deemed to hold the
Class A-R or Class A-LR Certificate in constructive trust for the last
transferor who was not a disqualified organization or agent thereof, and such
transferor shall be restored as the owner of such Class A-R or Class A-LR
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to Class A-R or Class A-LR Certificate, and (ii)
the Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R or Class A-LR Certificate or such agent (within 60
days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class A-R or Class A-LR Certificate (or
portion thereof) for periods after such transfer. At the election of the Master
Servicer, the cost to the Master Servicer of computing and furnishing such
information may be charged to the transferor or such agent referred to above;
however, the Master Servicer shall in no event be excused from furnishing such
information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class or Subclass. Upon the issuance of any
new Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to the due
presentation of a Certificate for registration of transfer, the Seller, the
Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar
and any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 4.01, and for all other purposes
whatsoever, and neither the Seller, the Master Servicer, the Trustee, the Trust
Administrator, the Certificate Registrar nor any agent of the Seller, the Master
Servicer, the Trustee, the Trust Administrator or the Certificate Registrar
shall be affected by notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and
Addresses. (a) If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to be furnished to
the Trust Administrator, within 15 days after receipt by the Certificate
Registrar of a request by the Trust Administrator in writing, a list, in such
form as the Trust Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class or Subclass as of the most
recent Record Date.
(b) If five or more Certificateholders (hereinafter referred
to as "applicants") apply in writing to the Trust Administrator, and such
application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trust Administrator shall, within five
Business Days following the receipt of such application, afford such applicants
access during normal business hours to the most recent list of
Certificateholders held by the Trust Administrator. If such a list is as of the
date more than 90 days prior to the date of receipt of such applicants' request
and the Trust Administrator is not the Certificate Registrar, the Trust
Administrator shall promptly request from the Certificate Registrar a current
list as provided in paragraph (a) hereof, and shall afford such applicants
access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a
Certificate, agrees with the Seller, the Master Servicer, the Certificate
Registrar, the Trust Administrator and the Trustee that neither the Seller, the
Master Servicer, the Certificate Registrar, the Trust Administrator nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
Section 5.06. Maintenance of Office or Agency. The Trust
Administrator will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trust Administrator initially
designates the Corporate Trust Office and the principal corporate trust office
of the Authenticating Agent, if any, as its offices and agencies for said
purposes.
Section 5.07. Definitive Certificates. If (i)(A) the Master
Servicer advises the Trust Administrator in writing that the Clearing Agency is
no longer willing or able properly to discharge its responsibilities as
depository with respect to the Book-Entry Certificates, and (B) the Master
Servicer is unable to locate a qualified successor, (ii) the Master Servicer, at
its option, advises the Trust Administrator in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Subclass of Book-Entry Certificates advise
the Trust Administrator through the Clearing Agency and Clearing Agency
Participants in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of the Beneficial Owners, the
Trust Administrator shall notify the Beneficial Owners, through the Clearing
Agency, of the occurrence of any such event and of the availability of
Definitive Certificates to Beneficial Owners requesting the same. Upon surrender
to the Trust Administrator by the Clearing Agency of the Certificates held of
record by its nominee, accompanied by reregistration instructions and directions
to execute and authenticate new Certificates from the Master Servicer, the Trust
Administrator shall execute and authenticate Definitive Certificates for
delivery at its Corporate Trust Office. The Master Servicer shall arrange for,
and will bear all costs of, the printing and issuance of such Definitive
Certificates. Neither the Seller, the Master Servicer, the Trustee nor the Trust
Administrator shall be liable for any delay in delivery of such instructions by
the Clearing Agency and may conclusively rely on, and shall be protected in
relying on, such instructions.
Section 5.08. Notices to Clearing Agency. Whenever notice or
other communication to the Holders of Book-Entry Certificates is required under
this Agreement, unless and until Definitive Certificates shall have been issued
to Beneficial Owners pursuant to Section 5.07, the Trust Administrator shall
give all such notices and communications specified herein to be given to Holders
of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the
Master Servicer. Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Seller or Master Servicer shall be a party, or any
Person succeeding to the business of the Seller or Master Servicer, shall be the
successor of the Seller or Master Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that, in the
case of the Master Servicer, any such successor or resulting Person shall be
qualified to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the
Master Servicer and Others. Neither the Seller nor the Master Servicer nor any
subcontractor nor any of the partners, directors, officers, employees or agents
of any of them shall be under any liability to the Trust Estate or the
Certificateholders and all such Persons shall be held harmless for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect any such Person against any breach of warranties or
representations made herein or against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Seller, the Master Servicer, any subcontractor, and any
partner, director, officer, employee or agent of any of them shall be entitled
to indemnification by the Trust Estate and will be held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of his or its duties hereunder or by reason of reckless disregard of
his or its obligations and duties hereunder. The Seller, the Master Servicer and
any of the directors, officers, employees or agents of either may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. Neither the
Seller nor the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and which in its opinion does not involve
it in any expense or liability; provided, however, that the Seller or the Master
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder if
the Certificateholders offer to the Seller or the Master Servicer, as the case
may be, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate, and the Seller or the
Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account, and such amounts shall, on the following Distribution Date
or Distribution Dates, be allocated in reduction of distributions on the Class A
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 Trust Administrator and the Trustee, a
copy of which shall be delivered, but not addressed, to Financial Security. No
such resignation shall become effective until the Trust Administrator, 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 the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trust
Administrator and the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trust Administrator and the Trustee an agreement,
in form and substance reasonably satisfactory to the Trust Administrator and 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 (without, in the
case of the Class A-16 and Class A-19 Certificates, giving effect to the
guaranty provided by Financial Security); 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 Trust Administrator, 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.
<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 Trust
Administrator pursuant to and under this Section, subject to the provisions of
Section 7.05; and, without limitation, the Trust Administrator is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents or otherwise. The Master Servicer agrees to cooperate with the
Trust Administrator in effecting the termination of the Master Servicer's
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator all documents and records reasonably requested by it to enable it
to assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trust Administrator all amounts which then have been or should
have been deposited in the Certificate Account by the Master Servicer or which
are thereafter received by the Master Servicer with respect to the Mortgage
Loans.
Section 7.02. Other Remedies of Trustee. During the
continuance of any Event of Default, so long as such Event of Default shall not
have been remedied, the Trustee, in addition to the rights specified in Section
7.01, shall have the right, in its own name as trustee of an express trust, to
take all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the
rights and remedies, of the Certificateholders (including the institution and
prosecution of all judicial, administrative and other proceedings and the filing
of proofs of claim and debt in connection therewith). Except as otherwise
expressly provided in this Agreement, no remedy provided for by this Agreement
shall be exclusive of any other remedy, and each and every remedy shall be
cumulative and in addition to any other remedy and no delay or omission to
exercise any right or remedy shall impair any such right or remedy or shall be
deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and Duties of
Trustee During Event of Default. During the continuance of any Event of Default,
Holders of Certificates evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all Certificates may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Agreement; provided, however, that the Trustee shall be under no obligation to
pursue any such remedy, or to exercise any of the trusts or powers vested in it
by this agreement (including, without limitation, (i) the conducting or
defending of any administrative action or litigation hereunder or in relation
hereto and (ii) the terminating of the Master Servicer from its rights and
duties as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the cost, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 8.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, in accordance with
an Opinion of Counsel, determines that the action or proceeding so directed may
not lawfully be taken or if the Trustee in good faith determines that the action
or proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04. Action upon Certain Failures of the Master
Servicer and upon Event of Default. In the event that the Trustee or the Trust
Administrator shall have knowledge of any failure of the Master Servicer
specified in Section 7.01(i) or (ii) which would become an Event of Default upon
the Master Servicer's failure to remedy the same after notice, the Trustee or
the Trust Administrator may, but need not if the Trustee or the Trust
Administrator, as the case may be, deems it not in the Certificateholders' best
interest, give notice thereof to the Master Servicer. For all purposes of this
Agreement, in the absence of actual knowledge by a corporate trust officer of
the Trustee or the Trust Administrator, the Trustee or Trust Administrator shall
not be deemed to have knowledge of any failure of the Master Servicer as
specified in Section 7.01(i) and (ii) or any Event of Default unless notified
thereof in writing by the Master Servicer or by a Certificateholder.
Section 7.05. Trust Administrator to Act; Appointment of
Successor. When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator shall be the successor in all respects to the
Master Servicer in its capacity as master servicer under this Agreement and the
transactions set forth or provided for herein and shall have the rights and
powers and be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof and in its capacity as such successor shall have the same limitation of
liability herein granted to the Master Servicer. In the event that the Trust
Administrator is succeeding to the Master Servicer as the Master Servicer, as
compensation therefor, the Trust Administrator shall be entitled to receive
monthly such portion of the Master Servicing Fee, together with such other
servicing compensation as is agreed to at such time by the Trust Administrator
and the Master Servicer, but in no event more than 25% thereof until the date of
final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trust Administrator may, if it shall be unwilling
to so act, or shall, if it is unable to so act or to obtain a qualifying bid as
described below, appoint, or petition a court of competent jurisdiction to
appoint, any housing and home finance institution, bank or mortgage servicing
institution having a net worth of not less than $10,000,000 and meeting such
other standards for a successor servicer as are set forth herein, as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, however, that until such a successor master servicer is appointed and
has assumed the responsibilities, duties and liabilities of the Master Servicer
hereunder, the Trust Administrator shall continue as the successor to the Master
Servicer as provided above. The compensation of any successor master servicer so
appointed shall not exceed the compensation specified in Section 6.05 hereof. In
the event the Trust Administrator is required to solicit bids as provided above,
the Trust Administrator shall solicit, by public announcement, bids from housing
and home finance institutions, banks and mortgage servicing institutions meeting
the qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
(without, in the case of the Class A-16 and Class A-19 Certificates, giving
effect to the guaranty provided by Financial Security) 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 Financial Security and 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 Financial Security and Certificateholders at their
respective addresses appearing in the Certificate Register, unless such Event of
Default shall have been cured or waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee. 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 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 its Responsible Officers, unless
it shall be proved that the Trustee or such Responsible Officer was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall
require the Trustee or the Trust Administrator to expend or risk its own funds
or otherwise incur personal financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trust
Administrator and the Trustee. Except as otherwise provided in Section 8.01:
(i) Each of the Trust Administrator and 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) Each of the Trust Administrator and 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) Each of the Trust Administrator and 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) Each of the Trust Administrator and 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. Neither Trustee nor Trust Administrator Required
to Make Investigation. Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred, neither
the Trustee nor the Trust Administrator shall be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
Mortgage, Mortgage Note or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by holders of
Certificates evidencing in the aggregate not less than 51% of the Voting
Interest represented by all Certificates; provided, however, that if the payment
within a reasonable time to the Trustee or the Trust Administrator of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee or the Trust Administrator, not
reasonably assured to the Trustee or the Trust Administrator by the security
afforded to it by the terms of this Agreement, the Trustee or the Trust
Administrator may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such
investigation shall be paid by the Master Servicer or, if paid by the Trustee or
the Trust Administrator, shall be repaid by the Master Servicer upon demand.
Section 8.04. Neither Trustee nor Trust Administrator Liable
for Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates (other than the certificate of authentication on the Certificates)
shall be taken as the statements of the Seller, and neither the Trustee nor the
Trust Administrator assumes responsibility as to the correctness of the same.
Neither the Trustee nor the Trust Administrator makes a representation for the
correctness of the same. Neither the Trustee nor the Trust Administrator makes a
representation as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document. Neither the Trustee
nor, subject to Section 2.04, the Trust Administrator, shall be accountable for
the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
Section 8.05. Trustee and Trust Administrator May Own
Certificates. Each of the Trustee, the Trust Administrator and any agent
thereof, in its individual or any other capacity, may become the owner or
pledgee of Certificates with the same rights it would have if it were not
Trustee, Trust Administrator or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to each of the Trustee and the
Trust Administrator from time to time, and each of the Trustee and the Trust
Administrator shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be, and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be, upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements. Each of the Trustee
and the Trust Administrator hereunder shall at all times be a corporation 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, and shall be subject to supervision or examination by federal or state
authority. If such corporation 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 shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee or the Trust Administrator shall cease to be
eligible in accordance with the provisions of this Section, such entity shall
resign immediately in the manner and with the effect specified in Section 8.08.
Section 8.08. Resignation and Removal. Each of the Trustee and
the Trust Administrator may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee or
trust administrator, as the case may be. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor trustee or
trust administrator, as the case may be, 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 or trust administrator shall have
been appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee or Trust Administrator, as the
case may be, may petition any court of competent jurisdiction for the
appointment of a successor trustee or successor trust administrator.
If at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of Section 8.07 and shall
fail to resign after written request for its resignation by the Master Servicer,
or if at any time the Trustee or the Trust Administrator shall become incapable
of acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not
less than 51% of the Voting Interests represented by all Certificates (except
that any Certificate registered in the name of the Seller, the Master Servicer
or any affiliate thereof will not be taken into account in determining whether
the requisite Voting Interests has been obtained) may at any time remove the
Trustee and/or the Trust Administrator and appoint a successor by written
instrument or instruments, in triplicate, signed by such holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Master Servicer, one complete set of which shall be
delivered to the entity or entities so removed and one complete set of which
shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor pursuant to any of the provisions
of this Section shall become effective upon acceptance of appointment by the
successor as provided in Section 8.09.
Section 8.09. Successor. Any successor trustee or successor
trust administrator appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee or
trust administrator, as the case may be, an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee or trust administrator shall become effective, and such
successor, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee or trust
administrator, as the case may be, herein. The predecessor trustee or trust
administrator shall deliver to its successor all Owner Mortgage Loan Files and
related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee or successor trust
administrator, as the case may be, all such rights, powers, duties and
obligations. No successor shall accept appointment as provided in this Section
unless at the time of such acceptance such successor shall be eligible under the
provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in
this Section, the Master Servicer shall mail notice of the succession of such
trustee or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
trust administrator, the successor trustee or trust administrator, as the case
may be, shall cause such notice to be mailed at the expense of the Master
Servicer.
Section 8.10. Merger or Consolidation. Any Person into which
either the Trustee or the Trust Administrator may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee or the Trust Administrator shall be a party, or any Person
succeeding to the business of such entity, shall be the successor of the Trustee
or the Trust Administrator, as the case may be, hereunder; provided, however,
that (i) such Person shall be eligible under the provisions of Section 8.07,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding, and
(ii) the Trustee or the Trust Administrator, as the case may be, shall deliver
an Opinion of Counsel to the Seller and the Master Servicer to the effect that
such merger, consolidation, sale or transfer will not subject either the
Upper-Tier REMIC or Lower-Tier REMIC to federal, state or local tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC, which Opinion of Counsel shall be at the sole expense of the Trustee or
the Trust Administrator, as the case may be.
Section 8.11. Authenticating Agent. The Trust Administrator
may appoint an Authenticating Agent, which shall be authorized to act on behalf
of the Trust Administrator in authenticating Certificates. Wherever reference is
made in this Agreement to the authentication of Certificates by the Trust
Administrator or the Trust Administrator's countersignature, such reference
shall be deemed to include authentication on behalf of the Trust Administrator
by the Authenticating Agent and a certificate of authentication executed on
behalf of the Trust Administrator by the Authenticating Agent. The
Authenticating Agent must be acceptable to the Seller and the Master Servicer
and must be a corporation organized and doing business under the laws of the
United States of America or of any state, having a principal office and place of
business in a state and city acceptable to the Seller and the Master Servicer,
having a combined capital and surplus of at least $15,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities.
Any corporation into which the Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of the Authenticating Agent, shall be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trust Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the Trust
Administrator, the Seller and the Master Servicer. The Trust Administrator may
at any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or
liability for any action taken by it as such at the direction of the Trust
Administrator. Any reasonable compensation paid to the Authenticating Agent
shall be a reimbursable expense under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees. The Trustee
shall have the power from time to time to appoint one or more persons or
corporations to act either as co-trustees jointly with the Trustee, or as
separate trustees, for the purpose of holding title to, foreclosing or otherwise
taking action with respect to any Mortgage Loan outside the state where the
Trustee has its principal place of business, where such separate trustee or
co-trustee is necessary or advisable (or the Trustee is advised by the Master
Servicer that such separate trustee or co-trustee is necessary or advisable)
under the laws of any state in which a Mortgaged Property is located or for the
purpose of otherwise conforming to any legal requirement, restriction or
condition in any state in which a Mortgaged Property is located or in any state
in which any portion of the Trust Estate is located. The Master Servicer shall
advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:
(i) all powers, duties, obligations and rights conferred
upon the Trustee, in respect of the receipt, custody and payment of
moneys shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder) the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other
separate trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this
Agreement.
Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee, or custodian shall refer to this
Agreement and the conditions of this Article. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee, or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be furnished
to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any
time, constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of
the co-trustees to the extent, and in accordance with the standards, specified
in Section 8.06 hereof.
Section 8.13. Appointment of Custodians. The Trust
Administrator may at any time on or after the Closing Date, with the consent of
the Master Servicer and the Seller, appoint one or more Custodians to hold all
or a portion of the Owner Mortgage Loan Files as agent for the Trust
Administrator, by entering into a Custodial Agreement. Subject to this Article
VIII, the Trust Administrator agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee, the Trust Administrator and the Master Servicer
covenants and agrees that it shall perform its duties hereunder in a manner
consistent with the REMIC Provisions and shall not knowingly take any action or
fail to take any action that would (i) affect the determination of the Trust
Estate's status as two separate REMICs; or (ii) cause the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate.
The Master Servicer, or, in the case of the execution of any tax return or other
action required by law to be performed directly by the Trust Administrator, the
Trust Administrator, shall (i) prepare or cause to be prepared, timely cause to
be signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns using a calendar year as the
taxable year for the REMIC and the accrual method of accounting; (ii) in the
first such federal tax return, make, or cause to be made, elections satisfying
the requirements of the REMIC Provisions, on behalf of the Trust Estate, to
treat each of the Upper-Tier REMIC and the Lower-Tier REMIC as a REMIC; (iii)
prepare, execute and forward, or cause to be prepared, executed and forwarded,
to the Certificateholders all information reports or tax returns required with
respect to the Trust Estate, as and when required to be provided to the
Certificateholders, and to the Internal Revenue Service and any other relevant
governmental taxing authority in accordance with the REMIC Provisions and any
other applicable federal, state or local laws, including without limitation
information reports relating to "original issue discount" and "market discount"
as defined in the Code based upon the issue prices, prepayment assumption and
cash flows provided by the Seller to the Trust Administrator and calculated on a
monthly basis by using the issue price 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 Trust Estate, including but not limited to the income,
expenses, individual Mortgage Loans (including REO Mortgage Loans, other assets
and liabilities of the Trust Estate, and the fair market value and adjusted
basis of the Trust Estate property determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class
A-19 and Class A-R Certificates, the Class A-7 IO A Component, the Class A-7 IO
B Component, the Class A-7 Accrual Component, the Class A-7 PO Component and the
Class B-l, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates
and the interests in the Lower-Tier REMIC represented by the Class A-L1, Class
A-L2, Class A-L3, Class A-L4, Class A-L5, Class A-L7A, Class A-L7B, Class A-L9,
Class A-L10, Class A-L16, Class A-L17, Class AP-L, Class A-LUR, Class B-L1,
Class B-L2, Class B-L3, Class B-L4, Class B-L5 and Class B-L6 Interests and the
Class A-LR Certificate; (viii) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trustee and the Trust Administrator that such occurrence would not (a)
result in a taxable gain, (b) otherwise subject either the Upper-Tier REMIC or
the Lower-Tier REMIC to tax or (c) cause the Trust Estate to fail to qualify as
two separate REMICs; (ix) exercise reasonable care not to allow the Trust Estate
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
Trust Estate) 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 Trust Estate 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 either 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 person in
accordance with the REMIC Provisions). The Master Servicer shall be entitled to
be reimbursed pursuant to Section 3.02 for any taxes paid by it pursuant to
clause (x) of the preceding sentence, except to the extent that such taxes are
imposed as a result of the bad faith, willful misfeasance or gross negligence of
the Master Servicer in the performance of its obligations hereunder. The Trustee
shall sign the Tax Returns referred to in clause (i) of the second preceding
sentence. In order to enable the Master Servicer, the Trust Administrator or the
Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class and Subclass of Certificates
and the Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to
the Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the
contrary, each of the Master Servicer, the Trust Administrator and the Trustee
shall pay from its own funds, without any right of reimbursement therefor, the
amount of any costs, liabilities and expenses incurred by the Trust Estate
(including, without limitation, any and all federal, state or local taxes,
including taxes imposed on "prohibited transactions" within the meaning of the
REMIC Provisions) if and to the extent that such costs, liabilities and expenses
arise from a failure of the Master Servicer, the Trust Administrator or the
Trustee to perform its obligations under this Section 8.14.
Section 8.15. Monthly Advances. In the event that Norwest
Mortgage fails to make a Periodic Advance required to be made pursuant to the
Norwest Servicing Agreement on or before the Distribution Date, the Trust
Administrator shall make a Periodic Advance as required by Section 3.03 hereof;
provided, however, the Trust Administrator shall not be required to make such
Periodic Advances if prohibited by law or if it determines that such Periodic
Advance would be a Nonrecoverable Advance. With respect to those Periodic
Advances which should have been made by Norwest Mortgage, the Trust
Administrator shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v)
hereof, to be reimbursed from the Certificate Account for Periodic Advances and
Nonrecoverable Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or
Liquidation of All Mortgage Loans. Subject to Section 9.02, the respective
obligations and responsibilities of the Seller, the Master Servicer, the Trust
Administrator and the Trustee created hereby (other than the obligation of the
Trust Administrator to make certain payments after the Final Distribution Date
to Certificateholders and the obligation of the Master Servicer to send certain
notices as hereinafter set forth and the tax reporting obligations under
Sections 4.05 and 8.14 hereof) shall terminate upon the last action required to
be taken by the Trust Administrator on the Final Distribution Date pursuant to
this Article IX following the earlier of (i) the purchase by the Seller of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Estate at a price equal to the sum of (x) 100% of the
unpaid principal balance of each Mortgage Loan (other than any REO Mortgage
Loan) as of the Final Distribution Date, and (y) the fair market value of the
Mortgaged Property related to any REO Mortgage Loan (as determined by the Master
Servicer as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate, and (ii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Estate (including for this purpose the
discharge of any Mortgagor under a defaulted Mortgage Loan on which a Servicer
is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James's, 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 11.36. In the case of any purchase by the Seller pursuant to
said clause (i), the Seller shall provide to the Trust Administrator the
certification required by Section 3.04 and the Trust Administrator and the
Custodian shall, promptly following payment of the purchase price, release to
the Seller the Owner Mortgage Loan Files pertaining to the Mortgage Loans being
purchased.
Notice of any termination, specifying the Final Distribution
Date (which shall be a date that would otherwise be a Distribution Date) upon
which the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Estate) or by the Trust Administrator (in any other
case) by letter to Certificateholders mailed not earlier than the 15th day of
the month preceding the month of such final distribution and not later than the
twentieth day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Subclasses of Class A Certificates, the respective
Class A Subclass Principal Balance together with any related Class A Subclass
Unpaid Interest Shortfall and one month's interest in an amount equal to the
respective Class A Subclass Interest Accrual Amount, (ii) as to the 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 (iii) as to the Class A-R and Class A-LR Certificates, the
amounts, if any, which remain on deposit in the Upper-Tier Certificate Account
and the Certificate Account, respectively (other than amounts retained to meet
claims) after application pursuant to clauses (i), (ii) and (iii) above and
payment to the Master Servicer of any amounts it is entitled as reimbursement or
otherwise hereunder. Such amount shall be distributed in respect of interest and
principal in respect of the Uncertificated Lower-Tier Interests in the same
amounts as distributed to their Corresponding Upper-Tier Class, Classes,
Component or Components in the manner specified in Section 4.01(a)(ii).
Notwithstanding the foregoing, if the price paid pursuant to clause (i) of the
first paragraph of this Section 9.01, after reimbursement to the Servicers, the
Master Servicer and the Trust Administrator of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not
surrender their Certificates for final payment and cancellation within three
months following the Final Distribution Date, the Trust Administrator shall on
such date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
Section 9.02. Additional Termination Requirements. In the
event of a termination of the Trust Estate upon the exercise by the Seller of
its purchase option as provided in Section 9.01, the Trust Estate shall be
terminated in accordance with the following additional requirements, unless that
the Trust Administrator has received an Opinion of Counsel to the effect that
any other manner of termination (i) will constitute a "qualified liquidation" of
the Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal tax
or cause the Trust Estate to fail to qualify as two separate REMICs at any time
that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section
9.01 shall provide that such notice constitutes the adoption of a plan
of complete liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as
of the date of such notice (or, if earlier, the date on which the first
such notice is mailed to Certificateholders). The Master Servicer shall
also specify such date in a statement attached to the final tax returns
of the Upper-Tier REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the Final Distribution Date,
the Trust Administrator shall sell all of the assets of the Trust
Estate to the Seller for cash at the purchase price specified in
Section 9.01 and shall distribute such cash within 90 days of such
adoption in the manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment. (a) This Agreement or any Custodial
Agreement may be amended from time to time by the Seller, the Master Servicer,
the Trust Administrator and the Trustee, and with respect only to amendments
affecting the rights or obligations of Financial Security, with the consent of
Financial Security, 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 or Uncertificated
Lower-Tier Interests are outstanding or to avoid or minimize the risk of the
imposition of any federal tax on the Trust Estate, the Upper-Tier REMIC or the
Lower-Tier REMIC pursuant to the Code that would be a claim against the Trust
Estate, provided that (a) the Trustee and the Trust Administrator have received
an Opinion of Counsel to the effect that such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to change the timing and/or nature of deposits into
the Upper-Tier Certificate Account and Certificate Account provided that (a)
such change shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Certificateholder and (b) such
change shall not adversely affect the then-current rating of the Certificates as
evidenced by a letter from each Rating Agency to such effect (without, in the
case of the Class A-16 and Class A-19 Certificates, giving effect to the
guaranty provided by Financial Security), (v) to modify, eliminate or add to the
provisions of Section 5.02 or any other provisions hereof restricting transfer
of the Certificates, provided that the Master Servicer for purposes of Section
5.02 has determined in its sole discretion that any such modifications to this
Agreement will neither adversely affect the rating on the Certificates nor give
rise to a risk that either the Upper-Tier REMIC or the Lower-Tier REMIC or any
of the Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended
from time to time by the Seller, the Master Servicer, the Trust Administrator
and the Trustee with the consent of Financial Security, only with respect to
amendments affecting the rights or obligations of Financial Security, and 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 and the Trust Administrator shall not consent to any amendment to this
Agreement unless each 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 Lower-Tier REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the
consent of Certificateholders, the Trust Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of
Certificateholders under this Section 10.01(a) to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement,
the Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trustee, the Trust Administrator or
Financial Security; provided, however, (i) that such amendment does not conflict
with any provisions of the related Servicing Agreement, (ii) that the related
Servicing Agreement provides for the remittance of each type of Unscheduled
Principal Receipts received by such Servicer during the Applicable Unscheduled
Principal Receipt Period (as so amended) related to each Distribution Date to
the Master Servicer no later than the 24th day of the month in which such
Distribution Date occurs and (iii) that such amendment is for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt
Period for Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with respect
to all Unscheduled Principal Receipts; or
(b)changing the Applicable Unscheduled Principal Receipt
Period for all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt
Period with respect to Full Unscheduled Principal Receipts and to a Prior Month
Receipt Period with respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trust Administrator.
Section 10.02. Recordation of Agreement. This Agreement (or an
abstract hereof, if acceptable to the applicable recording office) is subject to
recordation in all appropriate public offices for real property records in all
the towns or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public office or
elsewhere, such recordation to be effected by the Master Servicer and at its
expense on direction by the Trust Administrator, but only upon direction
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 10.03. Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Estate, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Estate, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.
Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust Estate, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association, nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
Section 10.04. Governing Law; Jurisdiction. This Agreement
shall be construed in accordance with the laws of the State of New York (without
regard to conflicts of laws principles), and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
Section 10.05. Notices. All demands, notices and
communications hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered at or mailed by certified or registered mail,
return receipt requested (i) in the case of the Seller, to Norwest Asset
Securities Corporation, 7485 New Horizon Way, Frederick, Maryland 21703,
Attention: Chief Executive Officer, or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Seller, (ii)
in the case of the Master Servicer, to Norwest Bank Minnesota, National
Association, 5325 Spectrum Drive, 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, (iv) in the case of the Trust Administrator, to
the Corporate Trust Office, or such other address as may hereafter be furnished
to the Seller and the Master Servicer in writing by the Trustee or the Trust
Administrator, in each case Attention: Corporate Trust Department and (v) in the
case of Financial Security, to Financial Security Assurance Inc., 350 Park
Avenue, New York, New York 10022, Attention: Senior Vice President --
Surveillance Department; Telex: 212-668-3101; Confirmation: 212-826-0100;
Telecopy: 212-339-3518 or 212-339-3529 (in each case in which notice or other
communication to Financial Security refers to a Servicer Default or a claim
under the Policy or with respect to which failure on the part of Financial
Security to respond shall be deemed to constitute consent or acceptance, then a
copy of such notice or other communication should also be sent to the attention
of the General Counsel and the Head -- Financial Guaranty Group and shall be
marked to indicate "URGENT MATERIAL ENCLOSED"). Any notice required or permitted
to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice mailed or transmitted within the time prescribed in this Agreement shall
be conclusively presumed to have been duly given, whether or not the addressee
receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer, the Trustee or the
Trust Administrator shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Trust Administrator, such
Servicer or a Certificateholder.
Section 10.06. Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies and
Financial Security. (a) The Trust Administrator shall give prompt notice to each
Rating Agency and Financial Security 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 and Financial Security of the occurrence of any of the following
events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust
administrator pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency
and Financial Security:
(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 7.500% per annum.
Section 11.02. Cut-Off Date. The Cut-Off Date for the
Certificates is July 1, 1996.
Section 11.03. Cut-Off Date Aggregate Principal Balance. The
Cut-Off Date Aggregate Principal Balance is $605,563,536.31.
Section 11.04. Original Class A Percentage. The Original Class
A Percentage is 93.91518218%.
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 $ 30,917,000.00
Class A-2 $ 24,540,000.00
Class A-3 $ 29,082,000.00
Class A-4 $ 20,980,000.00
Class A-5 $ 48,362,000.00
Class A-6 $ 27,623,000.00
Class A-7 $ 160,349,245.99
Class A-8 $ 15,264,000.00
Class A-9 $ 10,184,000.00
Class A-10 $ 20,368,000.00
Class A-11 $ 28,499,800.00
Class A-12 $ 13,820,000.00
Class A-13 $ 56,764,000.00
Class A-14 $ 24,475,000.00
Class A-15 $ 12,001,000.00
Class A-16 $ 4,000,000.00
Class A-17 $ 449,000.00
Class A-18 $ 16,000,000.00
Class A-19 $ 25,551,000.00
Class A-R $ 100.00
Class A-LR $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance. The
Original Class A Non-PO Principal Balance is $560,796,000.00.
Section 11.07. Original Class A-6 A Scheduled Component
Principal Balance. The Original Class A-6 A Scheduled Principal Balance is
$2,407,000.00.
Section 11.08. Original Class A-6 B Scheduled Component
Principal Balance. The Original Class A-6 B Scheduled Component Principal
Balance is $25,216,000.00.
Section 11.09. Original Class A-7 PO Component Principal
Balance. The Original Class A-7 PO Component Principal Balance is $8,433,245.99.
Section 11.10. Original Class A-7 Accrual Component Principal
Balance. The Original Class A-7 Accrual Component Principal Balance is
$151,916,000.00.
Section 11.11. Original Class A-7 IO A Component Notional
Amount. The Original Class A-7 IO A Component Notional Amount is $6,446,760.00.
Section 11.12. Original Class A-7 IO B Component Notional
Amount. The Original Class A-7 IO B Component Notional Amount is
$395,499,379.10.
Section 11.13. Original Class A-8 A Component Principal
Balance. The Original Class A-8 A Component Principal Balance is $7,632,000.00.
Section 11.14. Original Class A-8 B Component Principal
Balance. The Original Class A-8 B Component Principal Balance is $7,632,000.00.
Section 11.15 Original Class A-9 A Component Principal
Balance. The Original Class A-9 A Component Principal Balance is $5,092,000.00.
Section 11.16. Original Class A-9 B Component Principal
Balance. The Original Class A-9 B Component Principal Balance is $5,092,000.00.
Section 11.17 Original Class A-10 A Component Principal
Balance. The Original Class A-10 A Component Principal Balance is
$10,184,000.00.
Section 11.18. Original Class A-10 B Component Principal
Balance. The Original Class A-10 B Component Principal Balance is
$10,184,000.00.
Section 11.19. Group I Percentage. The Group I Percentage is
72.70665269%.
Section 11.20. Group II Percentage. The Group II Percentage is
27.29334731%.
Section 11.21. Master Servicing Fee Rate. The rate used to
calculate the Master Servicing Fee for each Mortgage Loan is 0.02% per annum.
Section 11.22. Original Class B-1 Percentage. The Original
Class B-1 Percentage is 2.28174658%.
Section 11.23. Original Class B-2 Percentage. The Original
Class B-2 Percentage is 1.26773003%.
Section 11.24. Original Class B-3 Percentage. The Original
Class B-3 Percentage is 0.76047055%.
Section 11.25. Original Class B-4 Percentage. The Original
Class B-4 Percentage is 0.86212341%.
Section 11.26. Original Class B-5 Percentage. The Original
Class B-5 Percentage is 0.45634932%.
Section 11.27. Original Class B-6 Percentage. The Original
Class B-6 Percentage is 0.45639794%.
Section 11.28. Original Class B Principal Balance. The
Original Class B Principal Balance is $36,334,290.32.
Section 11.29. 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 $ 13,625,000.00
Class B-2 $ 7,570,000.00
Class B-3 $ 4,541,000.00
Class B-4 $ 5,148,000.00
Class B-5 $ 2,725,000.00
Class B-6 $ 2,725,290.32
Section 11.30. Original Class B-1 Fractional Interest. The
Original Class B-1 Fractional Interest is 3.80307124%.
Section 11.31. Original Class B-2 Fractional Interest. The
Original Class B-2 Fractional
Interest is 2.53534121%.
Section 11.32. Original Class B-3 Fractional Interest. The
Original Class B-3 Fractional Interest is 1.77487066%.
Section 11.33. Original Class B-4 Fractional Interest. The
Original Class B-4 Fractional Interest is 0.91274725%.
Section 11.34. Original Class B-5 Fractional Interest. The
Original Class B-5 Fractional Interest is 0.45639794%.
Section 11.35. Closing Date. The Closing Date is July 25,
1996.
Section 11.36. 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 $60,556,353.63 (10% of the Cut-Off Date Aggregate Principal
Balance) at the time of any such purchase.
Section 11.37. Wire Transfer Eligibility. With respect to the
Certificates (other than the Class A-16, Class A-17, Class A-R, Class A-LR,
Class B-3, Class B-5 and Class B-6 Certificates), the minimum Denomination
eligible for wire transfer on each Distribution Date is $5,000,000. The minimum
Denomination eligible for wire transfer on each Distribution Date for the Class
B-3, Class B-5 and Class B-6 Certificates is 100% Percentage Interest. The Class
A-16, Class A-17, Class A-R and Class A-LR Certificates are not eligible for
wire transfer; provided, however, that notwithstanding the foregoing for so long
as the Class A-16 Certificates are held in the name of the Clearing Agency or a
nominee thereof, the Holder will be entitled to a wire transfer.
Section 11.38. Single Certificate. A Single Certificate for
each Subclass of Class A Certificates (other than Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-R and Class A-LR Certificates) represents a $25,000 Denomination. A
Single Certificate for the Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-17 and Class A-18 Certificates represents a $100,000 Denomination.
A Single Certificate for the Class A-16 and Class A-19 Certificates represents a
$1,000 Denomination. A Single Certificate for the Class A-R and Class A-LR
Certificates represents a $100 Denomination. A Single Certificate for each
Subclass of Class B Certificates represents a $100,000 Denomination.
Section 11.39. Servicing Fee Rate. The rate used to calculate
the Servicing Fee is equal to 0.250% per annum.
Section 11.40. Initial Financial Security Contact Person. The
initial Financial Security Contact Person shall be M. Kathryn Gray, Vice
President of the Seller.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By: /s/ B. David Bialzak
Name: B. David Bialzak
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By: /s/ Edward M. Frere, Jr.
Name: Edward M. Frere, Jr.
Title: Vice President
FIRST BANK NATIONAL ASSOCIATION
as Trust Administrator
By: /s/ Eve D. Kaplan
Name: Eve D. Kaplan
Title: Vice President
FIRSTAR TRUST COMPANY
as Trustee
By: /s/ Gene E. Poleger
Name: Gene E. Poleger
Title: Vice President
Attest:
By: /s/ Charles F. Pedersen
Name: Charles F. Pedersen
Title: Assistant Secretary
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 25th day of July, 1996, before me, a notary public in
and for the State of New York, personally appeared B. David Bialzak, known to me
who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is a Vice President of Norwest Asset Securities Corporation.,
a Delaware corporation, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
ss.:
COUNTY OF )
On this 25th day of July, 1996, before me, a notary public in
and for the State of New York, personally appeared Edward M. Frere, Jr., known
to me who, being by me duly sworn, did depose and say that he resides at
Frederick, Maryland; that he is a Vice President of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MINNESOTA )
ss.:
COUNTY OF )
On this 25th day of July, 1996, before me, a notary public in
and for the State of Minnesota, personally appeared Eve D. Kaplan, known to me
who, being by me duly sworn, did depose and say that she resides at Golden
Valley, Minnesota; that she is a Vice President of First Bank National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF WISCONSIN )
ss.:
COUNTY OF )
On this 25th day of July, 1996, before me, a notary public in
and for the State of Wisconsin, personally appeared Gene E. Poleger, known to me
who, being by me duly sworn, did depose and say that s/he resides at Cedarburg,
Wisconsin; that s/he is a Vice President of Firstar Trust Company, a Wisconsin
corporation, one of the parties that executed the foregoing instrument; and that
s/he signed her/his name thereto by order of the Board of Directors of said
corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF WISCONSIN )
ss.:
COUNTY OF )
On this 25th day of July, 1996, before me, a notary public in
and for the State of Wisconsin, personally appeared Charles F. Pedersen, known
to me who, being by me duly sworn, did depose and say that s/he resides at
Delafield, Wisconsin; that s/he is an Assistant Secretary of Firstar Trust
Company, a Wisconsin corporation, one of the parties that executed the foregoing
instrument; and that s/he signed her/his name thereto by order of the Board of
Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-1
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
Bank of Hawaii Prior Month Prior Month
Barnett Mortgage Company Prior Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
FBS Mortgage Corporation Prior Month Prior Month
GMAC Mortgage Corporation of PA Prior Month Prior Month
Great Financial Federal,
a Savings and Loan Association Prior Month Prior Month
HomeSide Lending 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
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Bank National Association, as
trust administrator (the "Trust Administrator") and Firstar Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-1 Certificates required to be
distributed to Holders of Class A-1 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-1 Certificates applicable to each Distribution
Date will be 6.700% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Bank National Association, as
trust administrator (the "Trust Administrator") and Firstar Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-2 Certificates required to be
distributed to Holders of Class A-2 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-2 Certificates applicable to each Distribution
Date will be 7.000% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Bank National Association, as
trust administrator (the "Trust Administrator") and Firstar Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-3 Certificates required to be
distributed to Holders of Class A-3 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-3 Certificates applicable to each Distribution
Date will be 7.200% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Bank National Association, as
trust administrator (the "Trust Administrator") and Firstar Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-4 Certificates required to be
distributed to Holders of Class A-4 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-4 Certificates applicable to each Distribution
Date will be 7.375% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Bank National Association, as
trust administrator (the "Trust Administrator") and Firstar Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-5 Certificates required to be
distributed to Holders of Class A-5 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-5 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Bank National Association, as
trust administrator (the "Trust Administrator") and Firstar Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution (the "Record Date"), 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 for 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 in
reduction of principal balance, the Class A-6 Certificates consist of two
components (each, a "Component" and individually, the "Class A-6 A Scheduled
Component" and the "Class A-6 B Scheduled Component"). The pass-through rate on
the Class A-6 Certificates applicable to each Distribution Date will be 7.500%
per annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 99.09380%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 0.90620000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
7.83%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, 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.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-7 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Bank National Association, as
trust administrator (the "Trust Administrator") and Firstar Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-7 Certificates required to be
distributed to Holders of Class A-7 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. For the
purposes of determining distributions of interest and in reduction of principal
balance, the Class A-7 Certificate consists of four components (each, a
"Component" and individually, the "Class A-7 IO A Component," the "Class A-7 IO
B Component," the "Class A-7 Accrual Component" and the "Class A-7 PO
Component"). The amount of interest which accrues on the Class A-7 Certificate
in any one-month period will equal the sum of the interest which accrues on the
Class A-7 IO A Component, the Class A-7 IO B Component and the Class A-7 Accrual
Component . Interest with respect to the Class A-7 IO A Component will accrue
during each one-month period in an amount equal to the product of (i) 1/12th of
7.50% and (ii) the Class A-7 IO A Component Notional Amount, as of the related
Distribution Date. Interest with respect to the Class A-7 IO B Component will
accrue during each one-month period in an amount equal the product of (i) 1/12th
and the difference between (a) the weighted average of the Net Mortgage Interest
Rates of the Premium Mortgage Loans as of the first day of the month preceding
the month in which the related Distribution Date occurs and (b) 7.50% and (ii)
the Class A-7 IO B Component Notional Amount, as of the related Distribution
Date. Interest with respect to the Class A-7 Accrual Component will accrue
during each one-month period in an amount equal to the product of (A) 1/12th of
7.50% and (ii) the outstanding Component Principal Balance of such Component.
Prior to the Cross-Over Date, no distribution of interest on this Certificate
with respect to its Class A-7 Accrual Component will be made. Prior to the
Cross-Over Date, interest otherwise available for distribution on this
Certificate with respect to its Class A-7 Accrual Component will be added to the
Component Principal Balance of such Component on each Distribution Date. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-7
Certificates with respect to their Class A-7 IO A Component, Class A-7 IO B
Component and Class A-7 Accrual Component. The Class A-7 Certificate is not
entitled to distributions of interest with respect to its Class A-7 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 on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
No transfer of a Class A-7 Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 99.62371%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, is issued with
original issue discount ("OID") for federal income tax purposes. Assuming that
(a) this Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate and (b) that the interest rate at which distributions of
interest on the Certificate actually will be made will change only to reflect
the maturities of the Classes or components comprising the Class A-7 IO A
Component Notional Amount, the maturity of the Class A-7 IO B Component Notional
Amount and the maturity of the Class A-7 Accrual Component: (i) the amount of
OID as a percentage of the initial principal balance of this Certificate is
approximately 69.99302586%; and (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 8.62%. There is no short first
accrual period.
Each Component of this Certificate constitutes a "regular
interest" in a "real estate mortgage investment conduit" as those terms are
defined in Section 860G(a)(1) and Section 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-8 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Bank National Association, as
trust administrator (the "Trust Administrator") and Firstar Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution (the "Record Date"), 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 for 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 in
reduction of principal balance, the Class A-8 Certificate consists of two
components (each, a "Component" and individually, the "Class A-8 A Component"
and the "Class A-8 B Component"). The pass-through rate on the Class A-8
Certificates applicable to each Distribution Date will be 7.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-8
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 92.30130%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 7.69870000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
8.39%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-9 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Bank National Association, as
trust administrator (the "Trust Administrator") and Firstar Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution (the "Record Date"), 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 for 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 in
reduction of principal balance, the Class A-9 Certificate consists of two
components (each, a "Component" and individually, the "Class A-9 A Component"
and the "Class A-9 B Component"). The pass-through rate on the Class A-9
Certificates applicable to each Distribution Date will be 8.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-9
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 92.36797%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 7.63203333%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
9.44%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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 July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution (the "Record Date"), 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 for 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 in
reduction of principal balance, the Class A-10 Certificate consists of two
components (each, a "Component" and individually, the "Class A-10 A Component"
and the "Class A-10 B Component"). The pass-through rate on the Class A-10
Certificates applicable to each Distribution Date will be 7.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 92.26797%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 7.73203333%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
7.86%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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 July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-11 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 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 92.04690%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 7.95310000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
8.27%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of Class A-12 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-12 Certificates required to be
distributed to Holders of Class A-12 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-12 Certificates applicable to each Distribution
Date will be 7.500 % per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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-13 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-13 Certificates required to be
distributed to Holders of Class A-13 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
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-13 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-13 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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-14 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-14 Certificates required to be
distributed to Holders of Class A-14 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-14 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-14 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 96.18750%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 3.81250000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
8.20%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-15
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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-15 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-15 Certificates required to be
distributed to Holders of Class A-15 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-15 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-15 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 94.64060%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 5.35940000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
8.26%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-16
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR (EXCEPT AS DESCRIBED HEREIN) PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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-16 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution (the "Record Date"), 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-16
Certificates for such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. Distributions of principal will be made
to the Holders of the Class A-16 Certificates as described below and in the
Agreement. Prior to the first Distribution Date following the first Distribution
Date on which any principal losses are allocated to the Class A-16
Certificateholders occurring on or after the earliest to occur of (a) the
Cross-Over Date, (b) the date on which Special Hazard Losses exceed the Special
Hazard Loss Amount, (c) the date on which Fraud Losses exceed the Fraud Loss
Amount and (d) the date on which Bankruptcy Losses exceed the Bankruptcy Loss
Amount, distributions in reduction of the principal balance of this Certificate
(including amounts paid in respect of such losses under the Class A-16 Policy as
defined below) will be made only in lots equal to $1,000 initial principal
balance and in accordance with the priorities and procedures set forth in
Section 4.07 of the Agreement (i) at the request of the authorized
representatives of Deceased Holders, (ii) at the request of Living Holders and
(iii) by random lot. On and after such Distribution Date, distributions in
reduction of principal balance will be made as provided 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-16 Certificates applicable to each Distribution
Date will be 7.750% 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-16 Certificates, as described in the Agreement.
Any Non-Supported Interest Shortfall allocated to the Class A-16 Certificates
will be covered, to the extent available, by funds in the Reserve Fund, to the
extent described in the Agreement and then by the Class A-16 Policy described
below.
The Class A-16 Certificates will be entitled to the benefits
of a Financial Guaranty Insurance Policy issued by Financial Security Assurance
Inc. (the "Class A-16 Policy") to the extent described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-17
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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-17 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-17 Certificates required to be
distributed to Holders of Class A-17 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
Class A-17 Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, at an issue price
of 40.00000% 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 175% SPA (as
defined in the Prospectus Supplement dated July 16, 1996 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-R and
Class A-LR Certificates) used to price this Certificate: (i) the amount of OID
as a percentage of the initial principal balance of this Certificate is
approximately 60.00000000%; and (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 5.72%. There is no short first
accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-18
[FORM OF FACE OF CLASS A-18 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-18
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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-18 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-18 Certificates required to be
distributed to Holders of Class A-18 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-18 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-18 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 95.90630%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 4.09370000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
8.03%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-19
[FORM OF FACE OF CLASS A-19 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1 CLASS A-19
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR (EXCEPT AS DESCRIBED HEREIN) PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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-19 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution (the "Record Date"), 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-19
Certificates for such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. Distributions of principal will be made
to the Holders of the Class A-19 Certificates as described below and in the
Agreement. Prior to the first Distribution Date following the first Distribution
Date on which any principal losses are allocated to the Class A-19
Certificateholders occurring on or after the earliest to occur of (a) the
Cross-Over Date, (b) the date on which Special Hazard Losses exceed the Special
Hazard Loss Amount, (c) the date on which Fraud Losses exceed the Fraud Loss
Amount and (d) the date on which Bankruptcy Losses exceed the Bankruptcy Loss
Amount, distributions in reduction of the principal balance of this Certificate
(including amounts paid in respect of such losses under the Class A-19 Policy as
defined below) will be made only in lots equal to $1,000 initial principal
balance and in accordance with the priorities and procedures set forth in
Section 4.07 of the Agreement (i) at the request of the authorized
representatives of Deceased Holders, (ii) at the request of Living Holders and
(iii) by random lot. On and after such Distribution Date, distributions in
reduction of principal balance will be made as provided 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-19 Certificates applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-19 Certificates, as described in the Agreement.
Any Non-Supported Interest Shortfall allocated to the Class A-19 Certificates
will be covered, to the extent available, by funds in the Reserve Fund, to the
extent described in the Agreement and then by the Class A-19 Policy described
below.
The Class A-19 Certificates will be entitled to the benefits
of a Financial Guaranty Insurance Policy issued by Financial Security Assurance
Inc. (the "Class A-19 Policy") to the extent described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE 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 ANY PERSON INVESTING THE ASSETS OF A PLAN.
PURCHASERS OF THIS CLASS A-R CERTIFICATE SHOULD BE AWARE THAT ON JANUARY 3,
1995, THE INTERNAL REVENUE SERVICE ISSUED PROPOSED REGULATIONS UNDER CODE
SECTION 475 THAT, IF ADOPTED IN FINAL FORM, WOULD APPLY TO THIS CLASS A-R
CERTIFICATE AND WOULD NOT PERMIT THIS CLASS A-R CERTIFICATE TO BE MARKED TO
MARKET.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, 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, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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, Inc. (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
July 25, 1996 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Bank
National Association, as trust administrator (the "Trust Administrator") and
Firstar Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-R Certificate required to be
distributed to the Holders of the Class A-R Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates will not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-R Certificate applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE 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 ANY PERSON INVESTING THE ASSETS OF A PLAN.
PURCHASERS OF THIS CLASS A-LR CERTIFICATE SHOULD BE AWARE THAT ON JANUARY 3,
1995, THE INTERNAL REVENUE SERVICE ISSUED PROPOSED REGULATIONS UNDER CODE
SECTION 475 THAT, IF ADOPTED IN FINAL FORM, WOULD APPLY TO THIS CLASS A-LR
CERTIFICATE AND WOULD NOT PERMIT THIS CLASS A-LR CERTIFICATE TO BE MARKED TO
MARKET.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-1, 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, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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, Inc. (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
July 25, 1996 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Bank
National Association, as trust administrator (the "Trust Administrator") and
Firstar Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-LR Certificate required to be
distributed to the Holders of the Class A-LR Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates will not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-LR Certificate applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND FINANCIAL SECURITY ASSURANCE INC. 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 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 ANY PERSON 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 1996-1, CLASS B-1
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-1 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security (as defined
in the Agreement) 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 7.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-1 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 94.37100%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 5.62900000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
8.26%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY ASSURANCE INC. AND THE CLASS B-1 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 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 ANY PERSON 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 1996-1, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-2 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security (as defined
in the Agreement) 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 7.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-2 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 92.30400%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 7.69600000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
8.56%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY ASSURANCE INC., 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 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 ANY PERSON 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 1996-1, CLASS B-3
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-3 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security (as defined
in the Agreement) 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 7.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-3 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 90.30700%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 9.69300000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
8.85%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY ASSURANCE INC., 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 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 ANY PERSON 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 1996-1, CLASS B-4
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-4 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security (as defined
in the Agreement) 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 7.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class 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 Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 73.63700%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 26.36300000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
11.79%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY ASSURANCE INC., 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 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 ANY PERSON 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 1996-1, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-5 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security (as defined
in the Agreement) 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 7.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class 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 Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 61.82700%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 38.17300000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
14.59%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY ASSURANCE INC., THE CLASS B-1 CERTIFICATES, THE
CLASS B-2 CERTIFICATES, THE CLASS B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES
AND THE CLASS B-5 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 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 ANY PERSON 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 1996-1, CLASS B-6
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 1996
CUSIP No.: First Distribution Date: August 25, 1996
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-6 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Norwest Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of July 25, 1996
(the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Bank National
Association, as trust administrator (the "Trust Administrator") and Firstar
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security (as defined
in the Agreement) and each Subclass of Class B Certificates bearing a lower
numerical designation as specified in the Agreement, any Class B-6 Distribution
Amount required to be distributed to Holders of Class B-6 Certificates on such
Distribution Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-6 Certificates applicable to
each Distribution Date will be 7.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-6 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on July 25, 1996, and based on its
issue price of 24.50000%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance, 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 175% SPA (as defined in the Prospectus Supplement dated
July 16, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-R and Class A-LR Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 75.50000000%; and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
36.38%. There is no short first accrual period.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated: July 25, 1996
First Bank National Association,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Reserved]
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1996-1 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-1
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes and Subclasses designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Seller, the Master Servicer, the Trust Administrator and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Seller, the Master Servicer, the Trust Administrator and the Trustee with
the consent of the Holders of Certificates evidencing in the aggregate not less
than 66 2/3% of the Voting Interests of each Class or Subclass of Certificates
affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon the Certificate. The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and Subclass and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and Subclass and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trust Administrator or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James's, 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
BANK NATIONAL ASSOCIATION, not individually, but solely as Trust Administrator
(including its successors under the Pooling and Servicing Agreement defined
below, the "Trust Administrator"), NORWEST ASSET SECURITIES CORPORATION
(together with any successor in interest, the "Seller"), NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION (together with any successor in interest or successor under
the Pooling and Servicing Agreement referred to below, the "Master Servicer")
and ___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, the Trust
Administrator and Firstar Trust Company, as trustee, have entered into a Pooling
and Servicing Agreement dated as of July 25, 1996 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1996-1 (as in effect on the date of
this Agreement, the "Original Pooling and Servicing Agreement", and as amended
and supplemented from time to time, the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trust Administrator for the purposes of receiving and holding certain documents
and other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trust Administrator,
the Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of
Custodial Files. The Custodian, as the duly appointed agent of the Trust
Administrator for these purposes, acknowledges receipt of the Mortgage Notes,
the Mortgages, the assignments and other documents relating to the Mortgage
Loans identified on the schedule attached hereto and declares that it holds and
will hold such Mortgage Notes, Mortgages, assignments and other documents and
any similar documents received by the Trust Administrator subsequent to the date
hereof (the "Custodial Files") as agent for the Trust Administrator, in trust,
for the use and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees,
for the benefit of Certificateholders, to review, in accordance with the
provisions of Section 2.01 of the Pooling and Servicing Agreement, each
Custodial File. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Custodial
File to be missing or defective in any material respect, the Custodian shall
promptly so notify the Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial
Files. Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in an
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 Trust Administrator or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Custodial File or such document were delivered and the
purpose or purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Custodian shall deliver such receipt with respect thereto to
the Master Servicer upon deposit of the related Liquidation Proceeds in the
Certificate Account to the extent required by the Pooling and Servicing
Agreement.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling and Servicing Agreement, the Master Servicer
shall notify the Custodian that such assumption or substitution agreement has
been completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trust
Administrator. With respect to each Mortgage Note, Mortgage and other documents
constituting each Custodian File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trust Administrator, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Custodial File shall be delivered by the Custodian to the Seller or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reasons of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May
Remove Custodian. The Custodian may resign from the obligations and duties
hereby imposed upon it as such obligations and duties relate to its acting as
Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the
Trust Administrator shall either take custody of the Custodial Files itself and
give prompt notice thereof to the Seller, the Master Servicer and the Custodian
or promptly appoint a successor Custodian by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Custodian and
one copy to the successor Custodian. If the Trust Administrator shall not have
taken custody of the Custodial Files and no successor Custodian shall have been
so appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time.
In such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trust Administrator shall give prompt notice to the Seller and
the Master Servicer of the appointment of any successor Custodian. No successor
Custodian shall have been appointed and accepted appointment by the Trust
Administrator without the prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trust Administrator shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trust
Administrator shall give prompt notice to the Custodian of any amendment or
supplement to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: FIRST BANK NATIONAL ASSOCIATION
180 East Fifth Street By:
St. Paul, Minnesota 55101 Name:
Title:
Address: NORWEST ASSET SECURITIES
CORPORATION
5325 Spectrum Drive
Frederick, Maryland 21703 By:
Name:
Title:
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
5325 Spectrum Drive
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 Bank
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 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
NASCOR
NMI /
1996-1
20, 25, & 30 YEAR
FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
- ----- --------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
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>
6990000 BETHESDA MD 20817 SFD 7.500 7.230 $1,894.88 360 1-May-26
6990001 DES MOINES IA 50312 SFD 8.375 8.105 $2,292.38 360 1-May-26
6990004 LITITZ PA 17543 SFD 8.125 7.855 $1,742.27 360 1-May-26
6990006 VIRGINIA BEACH VA 23452 SFD 7.625 7.355 $1,965.55 360 1-Mar-26
6990008 ALBUQUERQUE NM 87122 SFD 7.750 7.480 $1,937.18 360 1-Jun-26
6990010 EDEN PRAIRIE MN 55344 SFD 8.250 7.980 $2,328.93 360 1-May-26
6990011 SCOTTSDALE AZ 85260 SFD 8.375 8.105 $1,915.39 360 1-Jun-26
6990013 INDIANAPOLIS IN 46237 SFD 8.000 7.730 $1,717.01 360 1-May-26
6990015 HUNTINGTON BEACH CA 92648 SFD 7.875 7.605 $2,012.80 360 1-May-26
6990017 LAS VEGAS NV 89126 SFD 8.500 8.230 $3,668.49 360 1-May-26
6990018 LAS VEGAS NV 89134 SFD 8.250 7.980 $2,488.20 360 1-Apr-26
6990019 NAPA CA 94558 SFD 7.875 7.605 $1,645.55 360 1-May-26
6990020 MILTON FL 32583 SFD 8.625 8.355 $1,847.26 360 1-May-26
6990021 WESTERLY RI 02891 SFD 8.500 8.230 $3,844.57 360 1-May-26
6990024 KENSINGTON CA 94707 SFD 8.750 8.480 $1,494.73 360 1-Oct-24
6990025 BRAINTREE MA 02184 SFD 7.500 7.230 $1,461.36 360 1-Sep-23
6990029 AURORA IL 60506 SFD 9.000 8.730 $2,071.50 360 1-May-26
6990030 SALT LAKE CITY UT 84121 SFD 8.500 8.230 $1,643.56 360 1-Dec-25
6990034 SANDY UT 84092 SFD 7.875 7.605 $2,022.80 357 1-Sep-25
6990038 CORONADO CA 92118 SFD 7.875 7.605 $2,465.24 360 1-Jan-26
6990039 VIENNA VA 22182 SFD 8.250 7.980 $2,644.46 360 1-Nov-25
6990042 BOWIE MD 20716 SFD 7.375 7.105 $1,471.83 360 1-Feb-26
6990044 RANCHO PALOS VERDES CA 90275 SFD 7.625 7.355 $1,775.15 360 1-Feb-26
6990046 CAMPBELL CA 95008 SFD 8.000 7.730 $2,069.22 360 1-Jan-26
6990047 EADS TN 38028 SFD 7.750 7.480 $2,256.70 360 1-May-26
6990048 SALT LAKE CITY UT 84124 SFD 7.875 7.605 $2,257.87 360 1-Feb-26
6990053 SAN MATEO CA 94402 SFD 8.000 7.730 $2,935.06 360 1-Feb-26
6990054 BURLINGAME CA 94010 SFD 7.500 7.230 $1,560.65 360 1-Feb-26
6990055 COLUMBIA CA 95310 SFD 7.875 7.605 $1,863.43 360 1-Feb-26
6990057 SUNNYVALE CA 94086 SFD 7.750 7.480 $1,654.91 360 1-Mar-26
6990058 ATLANTA GA 30307 SFD 7.625 7.355 $3,170.56 360 1-Feb-26
6990060 LUTHERVILLE MD 21093 SFD 8.250 7.980 $7,512.67 360 1-Apr-26
6990062 TAHLEQUAH OK 74464 SFD 7.375 7.105 $1,505.67 360 1-Apr-26
6990064 BOSTON MA 02116 LCO 7.875 7.605 $2,066.45 360 1-Apr-26
6990065 RED BANK NJ 07701 SFD 8.625 8.355 $2,566.71 360 1-May-26
6990066 MILFORD MA 01757 SFD 7.250 6.980 $1,595.61 360 1-Apr-26
6990069 JAMES CITY COUNTY VA 23188 SFD 7.750 7.480 $1,988.40 360 1-Apr-26
6990070 PASCAGOULA MS 39567 SFD 7.375 7.105 $2,251.60 360 1-Apr-26
6990071 WINNETKA IL 60093 SFD 7.625 7.355 $2,548.06 360 1-Apr-26
6990072 WHITESTONE NY 11357 SFD 7.500 7.230 $1,587.22 360 1-Mar-26
6990073 METAIRIE LA 70005 SFD 7.750 7.480 $4,298.47 360 1-Apr-26
6990075 LITTLE ROCK AR 72211 SFD 7.500 7.230 $3,303.79 360 1-Apr-26
6990077 RIVER FOREST IL 60305 SFD 7.625 7.355 $2,385.27 360 1-May-26
6990078 SCOTTSDALE AZ 85259 SFD 7.750 7.480 $2,507.44 360 1-Mar-26
6990080 LEBANON OH 45036 SFD 8.250 7.980 $1,961.97 360 1-May-25
6990082 ROSEVILLE MN 55113 SFD 7.500 7.230 $4,111.38 360 1-Mar-26
6990085 GLENCOE IL 60022 SFD 7.500 7.230 $2,447.26 360 1-Apr-26
6990086 KINNELON NJ 07405 SFD 8.250 7.980 $2,141.11 360 1-Mar-26
6990087 BELLE MEAD NJ 08502 SFD 7.625 7.355 $2,151.69 360 1-May-26
6990088 ARLINGTON TX 76016 SFD 7.625 7.355 $2,477.28 360 1-May-26
6990091 MALIBU CA 90265 SFD 7.750 7.480 $2,829.83 360 1-Apr-26
6990092 TUCSON AZ 85750 SFD 7.750 7.480 $1,948.64 360 1-Apr-26
6990094 MANHASSET NY 11030 SFD 7.750 7.480 $3,152.21 360 1-May-26
6990095 GUNTERSVILLE AL 35976 SFD 7.250 6.980 $2,387.62 360 1-May-26
6990096 PHOENIX AZ 85016 SFD 7.875 7.605 $2,001.19 360 1-Apr-26
6990097 ANNAPOLIS MD 21045 SFD 7.750 7.480 $2,468.04 360 1-Apr-26
6990098 BRENTWOOD TN 37027 SFD 7.750 7.480 $1,719.39 360 1-Apr-26
6990100 GLENVIEW IL 60025 SFD 7.625 7.355 $3,291.24 360 1-May-26
6990101 OAKBROOK IL 60521 SFD 7.625 7.355 $3,538.97 360 1-Apr-26
6990102 MAITLAND FL 32751 SFD 7.750 7.480 $1,805.51 349 1-May-25
6990104 LITTLETON CO 80123 SFD 7.750 7.480 $1,662.08 360 1-Mar-26
6990106 THOUSAND OAKS CA 91362 SFD 8.500 8.230 $7,689.14 360 1-Apr-26
6990107 BURLINGTON MA 01803 SFD 7.375 7.105 $1,795.76 360 1-May-26
6990108 LONG BEACH TOWNSH NJ 08008 SFD 8.125 7.855 $2,672.99 360 1-May-26
6990109 DULUTH GA 30155 SFD 7.750 7.480 $2,159.98 360 1-Apr-26
6990110 BOUNTIFUL UT 84010 SFD 7.875 7.605 $2,610.25 360 1-Mar-26
6990111 STAMFORD CT 06903 SFD 8.125 7.855 $2,227.49 360 1-Apr-26
6990113 FRANKLIN TOWNSHIP NJ 08873 SFD 8.375 8.105 $2,189.01 360 1-Apr-26
6990115 BRECKENRIDGE CO 80424 PUD 8.000 7.730 $2,259.99 360 1-May-26
6990116 LAFAYETTE CO 80026 SFD 7.500 7.230 $1,762.03 360 1-Apr-26
6990117 LOS ANGELES CA 91326 SFD 8.750 8.480 $2,753.46 360 1-May-26
6990118 MILLIS MA 02054 SFD 7.875 7.605 $1,957.69 360 1-May-26
6990120 TULSA OK 74137 SFD 8.000 7.730 $1,958.78 360 1-Apr-26
6990121 ORANGE PARK FL 32073 SFD 7.750 7.480 $1,633.42 360 1-May-26
6990122 LOS ALTOS HILLS CA 94024 SFD 8.500 8.230 $3,210.21 360 1-May-26
6990123 BEDFORD NH 03110 SFD 8.250 7.980 $1,656.55 360 1-Apr-26
6990124 BARRINGTON RI 02806 SFD 8.125 7.855 $1,758.23 360 1-Apr-26
6990127 ALTAMONTE SPRINGS FL 32714 SFD 8.125 7.855 $2,996.54 347 1-Mar-25
6990128 ALEDO TX 76008 SFD 7.875 7.605 $2,392.73 360 1-Jun-26
6990129 PLEASANTON CA 94566 SFD 7.875 7.605 $7,250.69 360 1-May-26
6990130 VIRGINIA BEACH VA 23454 LCO 8.375 8.105 $3,484.17 360 1-May-26
6990134 ROCKY FACE GA 30740 SFD 8.000 7.730 $2,201.30 360 1-Apr-26
6990135 EVESHAM TWP(ATCO) NJ 08004 SFD 7.875 7.605 $1,667.66 360 1-Apr-26
6990136 VISALIA CA 93292 SFD 8.500 8.230 $2,275.98 360 1-May-26
6990137 RANCHO CUCAMONGA CA 91737 SFD 8.500 8.230 $1,691.61 360 1-May-26
6990138 SCOTTSDALE AZ 85260 SFD 8.375 8.105 $2,318.22 360 1-May-26
6990139 SCOTTSDALE AZ 85255 SFD 7.875 7.605 $2,726.27 360 1-May-26
6990140 DAVIDSON NC 28036 SFD 8.500 8.230 $4,613.49 360 1-May-26
6990141 BAKERSFIELD CA 93312 SFD 8.250 7.980 $1,631.38 360 1-Apr-26
6990142 ARMONK NY 10504 SFD 7.750 7.480 $2,722.37 360 1-May-26
6990144 WOODINVILLE WA 98072 SFD 8.625 8.355 $2,488.93 360 1-May-26
6990146 BENTONVILLE AR 72712 SFD 8.000 7.730 $1,885.41 360 1-Apr-26
6990147 DOVER NJ 08753 SFD 8.375 8.105 $2,280.22 360 1-Apr-26
6990148 ALPHARETTA GA 30202 SFD 7.875 7.605 $2,537.74 360 1-May-26
6990149 MINNEAPOLIS MN 55403 SFD 8.250 7.980 $1,821.07 360 1-May-26
6990150 HINSDALE IL 60521 SFD 8.375 8.105 $3,876.37 360 1-Apr-26
6990152 JACKSON MS 39211 SFD 8.625 8.355 $2,216.70 360 1-Apr-26
6990154 LONG BEACH CA 90807 SFD 8.625 8.355 $1,751.19 360 1-May-26
6990155 LOGANVILLE GA 30249 SFD 8.250 7.980 $1,622.06 360 1-May-26
6990156 BRIDGEWATER NJ 08836 SFD 8.375 8.105 $2,850.27 360 1-May-26
6990157 OCALA FL 34480 SFD 8.625 8.355 $2,100.04 360 1-Apr-26
6990158 BOISE ID 83702 SFD 8.250 7.980 $2,612.91 360 1-May-26
6990159 SAN RAFAEL CA 94903 SFD 7.250 6.980 $3,571.88 360 1-May-26
6990161 NEWPORT BEACH CA 92660 SFD 8.375 8.105 $1,763.37 360 1-Apr-26
6990162 BOTHELL WA 98021 SFD 8.750 8.480 $1,911.29 360 1-Apr-26
6990164 VILLANOVA PA 19085 SFD 7.250 6.980 $2,319.40 360 1-May-26
6990165 GILROY CA 95020 SFD 8.375 8.105 $2,010.40 360 1-Mar-26
6990167 ENGLEWOOD CO 80110 SFD 8.000 7.730 $2,395.01 360 1-May-26
6990168 SANTA BARBARA CA 93111 MF4 7.875 7.605 $2,064.27 360 1-May-26
6990169 BERKELEY CA 94706 SFD 8.000 7.730 $1,731.68 360 1-May-26
6990170 CENTREVILLE VA 22020 SFD 8.250 7.980 $3,348.77 360 1-Apr-26
6990171 SCOTTSDALE AZ 85259 SFD 8.500 8.230 $3,143.32 360 1-May-26
6990172 OREM UT 84057 SFD 8.250 7.980 $3,268.01 360 1-Apr-26
6990173 OAKTON VA 22124 SFD 7.875 7.605 $1,885.18 360 1-May-26
6990174 FREMONT CA 94539 SFD 8.500 8.230 $3,198.68 360 1-May-26
6990175 MISSION VIEJO CA 92692 SFD 8.125 7.855 $2,279.47 360 1-Apr-26
6990176 EDEN PRAIRIE MN 55347 SFD 8.625 8.355 $2,994.49 360 1-May-26
6990177 WASHINGTON TOWNSH NJ 07675 SFD 9.000 8.730 $1,910.98 360 1-May-26
6990178 LOS ANGELES CA 90064 SFD 8.625 8.355 $3,111.16 360 1-May-26
6990180 STONE MOUNTAIN GA 30087 SFD 8.125 7.855 $1,798.70 360 1-May-26
6990181 MILPITAS CA 95035 SFD 7.750 7.480 $1,762.37 360 1-May-26
6990182 HOUSTON TX 77057 PUD 8.250 7.980 $1,803.04 360 1-May-26
6990184 VIRGINA BEACH VA 23456 SFD 8.000 7.730 $1,724.35 360 1-May-26
6990185 SAN DIEGO CA 92130 SFD 8.000 7.730 $2,340.71 360 1-May-26
6990187 PIEDMONT CA 94611 SFD 8.750 8.480 $2,832.12 360 1-May-26
6990188 LAKE ARROWHEAD CA 92352 SFD 8.000 7.730 $1,797.72 360 1-May-26
6990190 SEATTLE WA 98125 SFD 8.250 7.980 $2,214.73 360 1-May-26
6990191 EL GRANADA CA 94018 SFD 8.500 8.230 $2,460.52 360 1-May-26
6990192 ALPHARETTA GA 30202 SFD 7.750 7.480 $1,845.48 360 1-May-26
6990193 DEERFIELD IL 60015 SFD 8.375 8.105 $1,945.78 360 1-May-26
6990194 MODESTO CA 95350 SFD 8.375 8.105 $1,881.18 360 1-May-26
6990195 WALNUT CREEK CA 94598 SFD 8.375 8.105 $4,256.40 360 1-May-26
6990196 BAKERSFIELD CA 93311 SFD 7.875 7.605 $2,117.20 360 1-May-26
6990197 BRENTWOOD TN 37027 SFD 8.125 7.855 $3,343.47 360 1-May-26
6990198 EDEN PRAIRIE MN 55347 SFD 8.250 7.980 $2,966.01 360 1-May-26
6990199 SAN RAMON CA 94583 SFD 7.875 7.605 $1,838.41 360 1-May-26
6990200 DALLAS TX 75220 SFD 8.125 7.855 $1,894.85 360 1-May-26
6990201 VIRGINIA BEACH VA 23451 SFD 8.375 8.105 $1,960.99 360 1-May-26
6990202 LAGUNA NIGUEL CA 92677 SFD 8.500 8.230 $2,138.73 360 1-May-26
6990203 ENCINITAS CA 92024 SFD 9.000 8.730 $2,045.36 360 1-May-26
6990204 RAMSEY NJ 07446 SFD 8.625 8.355 $1,944.47 360 1-May-26
6990205 SIERRA MADRE CA 91024 SFD 9.125 8.855 $2,343.27 360 1-May-26
6990208 HUNTINGTON BEACH CA 92648 SFD 8.625 8.355 $3,702.28 360 1-May-26
6990209 NATICK MA 01760 SFD 8.375 8.105 $1,824.17 360 1-May-26
6990211 SAN DIEGO CA 92121 SFD 7.500 7.230 $1,605.40 360 1-Apr-26
6990212 SAN JOSE CA 95124 SFD 7.500 7.230 $1,657.14 360 1-Apr-26
6990213 WALNUT CA 91789 SFD 7.500 7.230 $1,580.23 360 1-Apr-26
6990214 PALOS VERDES ESTA CA 90274 SFD 7.500 7.230 $3,496.08 360 1-Apr-26
6990215 MANHATTAN BEACH CA 90260 SFD 7.750 7.480 $2,751.03 360 1-Apr-26
6990216 HARBOR CITY CA 90710 SFD 8.250 7.980 $1,784.26 360 1-Apr-26
6990217 LAKE ARROWHEAD CA 92352 SFD 7.875 7.605 $3,262.82 360 1-Apr-26
6990218 VALENCIA CA 91354 SFD 7.875 7.605 $1,767.00 360 1-Apr-26
6990219 LOS ANGELES CA 90034 SFD 7.875 7.605 $1,660.41 360 1-Apr-26
6990220 TORRANCE CA 90505 SFD 7.750 7.480 $1,934.32 360 1-Apr-26
6990221 LOS ANGELES CA 90046 SFD 7.625 7.355 $1,970.50 360 1-Apr-26
6990222 LIVERMORE CA 94550 SFD 7.750 7.480 $1,822.13 360 1-Apr-26
6990223 SAN DIEGO CA 92106 SFD 7.875 7.605 $2,877.08 360 1-Apr-26
6990224 DANVILLE CA 94506 SFD 7.875 7.605 $1,747.42 360 1-Apr-26
6990225 TUSTIN CA 92680 SFD 8.250 7.980 $3,095.22 360 1-Apr-26
6990226 HUNTINGTON BEACH CA 92646 SFD 8.250 7.980 $2,005.89 360 1-Mar-26
6990227 ORANGE CA 92667 SFD 8.500 8.230 $1,833.86 360 1-May-26
6990228 OAKDALE NY 11769 SFD 8.750 8.480 $1,804.69 360 1-May-26
6990229 EL CAJON CA 92019 SFD 8.500 8.230 $2,272.91 360 1-May-26
6990230 HUNTINGTON BEACH CA 92648 SFD 8.000 7.730 $2,391.71 360 1-Apr-26
6990231 LOS GATOS CA 95030 SFD 8.625 8.355 $2,667.82 360 1-May-26
6990232 EL CENTRO CA 92243 SFD 8.750 8.480 $1,718.94 360 1-May-26
6990233 AUSTIN TX 78746 SFD 8.875 8.605 $1,958.48 360 1-May-26
6990234 MODESTO CA 95355 SFD 8.625 8.355 $2,303.04 360 1-May-26
6990235 NEWPORT BEACH CA 92663 SFD 7.875 7.605 $3,074.30 360 1-Apr-26
6990236 RANCHO CUCAMONGA CA 91737 SFD 7.875 7.605 $1,669.11 360 1-Apr-26
6990237 CAMARILLO CA 93012 SFD 7.750 7.480 $1,669.25 360 1-May-26
6990238 SAN DIEGO CA 92130 SFD 7.625 7.355 $2,050.84 360 1-May-26
6990239 BOISE ID 83703 SFD 8.500 8.230 $1,900.75 360 1-Jun-26
6990240 SEATTLE WA 98107 MF3 8.000 7.730 $1,849.09 360 1-May-26
6990242 ALBUQUERQUE NM 87122 SFD 8.000 7.730 $1,937.14 360 1-May-26
6990243 SAN DIEGO CA 92103 SFD 8.000 7.730 $2,839.31 360 1-Mar-26
6990244 RANCHO PALOS VERD CA 90275 SFD 7.875 7.605 $2,806.02 360 1-Mar-26
6990245 LOS ANGELES CA 90068 SFD 8.250 7.980 $2,103.55 360 1-Apr-26
6990246 LOS GATOS CA 95032 SFD 8.375 8.105 $2,827.47 360 1-May-26
6990247 DALY CITY CA 94015 SFD 8.375 8.105 $1,778.57 360 1-May-26
6990249 SHAFTER CA 93263 SFD 9.000 8.730 $2,085.59 360 1-Jul-25
6990250 TELLURIDE CO 81435 SFD 8.500 8.230 $2,252.92 360 1-May-26
6990251 EDEN PRAIRIE MN 55346 SFD 8.375 8.105 $2,531.05 360 1-May-26
6990254 ALEXANDRIA VA 22309 SFD 7.375 7.105 $1,491.86 360 1-May-26
6990255 ARLINGTON VA 22207 SFD 7.625 7.355 $2,422.08 360 1-May-26
6990256 VIENNA VA 22182 SFD 7.875 7.605 $1,853.57 360 1-May-26
6990257 ARLINGTON VA 22201 SFD 8.125 7.855 $2,340.36 360 1-May-26
6990259 WASHINGTON DC 20015 SFD 7.875 7.605 $1,844.58 360 1-May-26
6990260 BRANDON FL 33511 SFD 7.500 7.230 $1,498.77 360 1-May-26
6990263 CARBONDALE CO 81623 SFD 7.625 7.355 $2,618.84 360 1-Mar-26
6990264 CARBONDALE CO 81623 SFD 8.000 7.730 $2,568.18 360 1-May-26
6990266 WESTBOROUGH MA 01581 SFD 7.625 7.355 $2,184.26 360 1-Apr-26
6990268 PUKALANI HI 96768 SFD 7.875 7.605 $4,205.41 360 1-May-26
6990273 MONTGOMERY NJ 08558 SFD 7.250 6.980 $2,148.86 360 1-May-26
6990275 IRVING TX 76501 SFD 8.250 7.980 $1,727.92 360 1-May-26
6990276 SOUTHWEST HARBOR ME 04679 SFD 8.875 8.605 $1,987.13 360 1-May-26
6990277 GRAND ISLAND NE 68803 SFD 8.000 7.730 $1,687.66 360 1-May-26
6990280 PENFIELD NY 14580 SFD 8.250 7.980 $1,884.18 360 1-May-26
6990281 LIVINGSTON NJ 07039 SFD 8.375 8.105 $3,761.60 360 1-May-26
6990282 RINGOES NJ 08551 SFD 7.750 7.480 $1,960.60 360 1-May-26
6990283 SILVER SPRING MD 20904 SFD 7.500 7.230 $2,020.73 360 1-Apr-26
6990286 MOUNTAIN VIEW CA 94040 SFD 8.000 7.730 $1,590.07 360 1-May-26
6990288 ANAHEIM CA 92807 SFD 8.375 8.105 $1,641.76 360 1-May-26
6990289 LA CRESCENTA AREA CA 91214 SFD 8.000 7.730 $2,164.61 360 1-May-26
6990292 SHERMAN OAKS AREA CA 91403 SFD 8.250 7.980 $1,872.91 360 1-Apr-26
6990295 SANTA BARBARA CA 93109 SFD 8.750 8.480 $1,825.14 360 1-May-26
6990296 KILAUEA HI 96754 SFD 8.250 7.980 $3,005.07 360 1-May-26
6990297 SANTA BARBARA CA 93105 SFD 8.625 8.355 $2,485.04 360 1-May-26
6990298 TORRANCE CA 90505 SFD 8.750 8.480 $1,976.58 360 1-May-26
6990299 HUNTINGTON BEACH CA 92646 SFD 8.750 8.480 $2,106.39 360 1-May-26
6990300 SOUTH LAGUNA BEAC CA 92677 SFD 8.375 8.105 $1,748.17 360 1-May-26
6990301 LA CANADA FLINTRI CA 91011 SFD 8.875 8.605 $2,327.26 360 1-May-26
6990302 BERKELEY HEIGHTS NJ 07076 SFD 7.750 7.480 $2,385.66 360 1-Apr-26
6990303 RENO NV 89502 SFD 8.000 7.730 $2,179.29 360 1-Apr-26
6990306 COMMERCE TWP MI 48382 SFD 8.125 7.855 $2,027.02 360 1-Jun-26
6990308 PARADISE VALLEY AZ 85253 SFD 8.625 8.355 $4,666.74 360 1-May-26
6990311 FORT COLLINS CO 80525 SFD 8.000 7.730 $1,831.48 360 1-Apr-26
6990313 LANHAM MD 20706 SFD 8.750 8.480 $2,304.84 360 1-May-26
6990314 FRESNO CA 93720 SFD 8.125 7.855 $2,202.62 360 1-Jun-26
6990315 GREEN VALLEY AZ 85614 SFD 8.000 7.730 $1,929.81 360 1-May-26
6990316 KAILUA HI 96734 SFD 7.875 7.605 $2,555.88 360 1-May-26
6990319 FOLSOM CA 95630 SFD 8.125 7.855 $1,578.14 360 1-Apr-26
6990322 CORDOVA TN 38018 SFD 7.500 7.230 $2,517.18 360 1-May-26
6990323 COOPER CITY FL 33026 SFD 7.750 7.480 $1,735.44 360 1-May-26
6990324 RESTON VA 22091 SFD 8.375 8.105 $1,596.16 360 1-May-26
6990325 SIOUX FALLS SD 57105 SFD 8.500 8.230 $2,191.41 360 1-May-26
6990327 SUNDANCE UT 84058 SFD 8.625 8.355 $1,750.03 360 1-May-26
6990329 POQUOTT NY 11733 SFD 8.625 8.355 $3,857.84 360 1-May-26
6990330 POUND RIDGE NY 10576 SFD 8.500 8.230 $1,883.84 360 1-May-26
6990331 NORTH SALEM NY 10560 SFD 8.500 8.230 $2,126.05 360 1-Jun-26
6990332 SHAVERTOWN PA 18708 SFD 7.875 7.605 $1,859.81 360 1-May-26
6990334 BRECKENRIDGE CO 80424 SFD 8.250 7.980 $1,724.91 360 1-May-26
6990335 BRECKENRIDGE CO 80424 SFD 8.500 8.230 $2,491.28 360 1-May-26
6990336 BETHLEHEM CT 06751 SFD 8.625 8.355 $2,411.15 360 1-May-26
6990337 WOODBURY CT 06798 SFD 8.625 8.355 $1,633.36 360 1-May-26
6990341 PARK CITY UT 84060 SFD 8.125 7.855 $1,603.79 360 1-May-26
6990343 SUNNYVALE CA 94086 SFD 7.875 7.605 $1,776.42 360 1-Apr-26
6990344 BELMONT CA 94002 SFD 8.375 8.105 $2,043.07 360 1-Apr-26
6990345 SARATOGA CA 95070 SFD 8.250 7.980 $4,150.75 360 1-May-26
6990347 WALNUT CREEK CA 94598 SFD 8.375 8.105 $1,785.41 360 1-May-26
6990348 SOUTH SAN FRANCIS CA 94080 SFD 8.250 7.980 $1,698.61 360 1-May-26
6990349 SAN MARTIN CA 95046 SFD 8.875 8.605 $2,044.81 360 1-Jun-26
6990350 SAN JOSE CA 95118 SFD 7.875 7.605 $2,421.73 360 1-May-26
6990351 CUPERTINO CA 95014 SFD 8.750 8.480 $2,753.45 360 1-May-26
6990352 BERKELEY CA 94708 SFD 8.125 7.855 $1,966.13 360 1-May-26
6990353 PLEASANTON CA 94588 SFD 8.750 8.480 $2,048.57 360 1-May-26
6990354 SALINAS CA 93901 SFD 8.250 7.980 $2,404.05 360 1-May-26
6990355 SOQUEL CA 95073 SFD 8.375 8.105 $1,702.56 360 1-May-26
6990356 ALAMEDA CA 94501 SFD 8.750 8.480 $2,202.76 360 1-May-26
6990358 PALO ALTO CA 94303 SFD 8.750 8.480 $3,461.48 360 1-May-26
6990359 SAN JOSE CA 95135 SFD 8.875 8.605 $2,227.81 360 1-May-26
6990360 DANVILLE CA 94526 SFD 8.125 7.855 $1,930.49 360 1-May-26
6990361 SHERMAN OAKS AREA CA 91401 SFD 8.250 7.980 $1,938.27 360 1-May-26
6990362 ARCADIA CA 91007 SFD 8.625 8.355 $2,457.82 360 1-May-26
6990363 MONTEREY PARK CA 91754 SFD 8.250 7.980 $1,743.31 360 1-Apr-26
6990364 PASADENA AREA CA 91107 SFD 8.375 8.105 $1,618.95 360 1-Apr-26
6990365 ARCADIA CA 91006 SFD 8.750 8.480 $4,515.66 360 1-May-26
6990366 LA VERNE CA 91750 SFD 8.375 8.105 $1,915.38 360 1-May-26
6990369 LOS ANGELES CA 91311 SFD 8.500 8.230 $1,591.66 360 1-May-26
6990370 ARCADIA CA 91006 SFD 8.625 8.355 $2,115.59 360 1-May-26
6990371 SAN MARINO CA 91108 SFD 8.875 8.605 $2,376.39 360 1-May-26
6990375 CARLSBAD CA 92008 SFD 8.000 7.730 $1,584.93 360 1-May-26
6990376 REDLANDS CA 92373 SFD 8.250 7.980 $2,121.95 360 1-Apr-26
6990377 BONSALL CA 92003 SFD 8.750 8.480 $4,405.52 360 1-May-26
6990378 POWAY CA 92064 SFD 8.750 8.480 $2,287.29 360 1-May-26
6990379 CARDIFF CA 92007 SFD 8.625 8.355 $1,764.03 360 1-May-26
6990380 YORKTOWN HEIGHTS NY 10507 SFD 8.500 8.230 $1,711.61 360 1-Dec-25
6990381 WHITE PLAINS NY 10604 SFD 8.625 8.355 $1,960.04 360 1-May-26
6990382 FARMINGTON UT 84025 SFD 8.500 8.230 $2,133.74 360 1-May-26
6990383 LAKE HAVASU CITY AZ 86406 SFD 8.375 8.105 $1,744.37 360 1-May-26
6990384 LAKE HAVASU CITY AZ 86406 SFD 8.000 7.730 $1,848.36 360 1-May-26
6990385 MINNETONKA MN 55343 SFD 8.125 7.855 $1,745.62 360 1-Mar-26
6990387 KETCHUM ID 83340 SFD 8.500 8.230 $1,883.84 360 1-May-26
6990388 VANCOUVER WA 98685 SFD 8.625 8.355 $1,610.02 360 1-Apr-26
6990389 LAKE OSWEGO OR 97035 SFD 8.625 8.355 $3,888.95 360 1-May-26
6990390 PORTLAND OR 97201 SFD 8.375 8.105 $2,547.76 360 1-May-26
6990391 AURORA OR 97002 SFD 8.500 8.230 $1,922.28 360 1-Jun-26
6990392 VANCOUVER WA 98665 SFD 8.875 8.605 $1,866.03 360 1-May-26
6990393 CLACKAMAS OR 97015 SFD 8.375 8.105 $2,091.72 360 1-May-26
6990394 VANCOUVER WA 98685 SFD 8.875 8.605 $1,987.12 360 1-May-26
6990395 FREMONT CA 94539 SFD 7.875 7.605 $1,925.06 360 1-Apr-26
6990396 ST HELENA CA 94574 SFD 8.250 7.980 $4,319.79 360 1-May-26
6990398 LOS ALTOS CA 94024 SFD 8.250 7.980 $2,343.96 360 1-Jun-26
6990399 BELMONT CA 94002 SFD 7.250 6.980 $1,601.02 300 1-May-21
6990400 BURLINGAME CA 94010 SFD 7.875 7.605 $3,349.83 360 1-May-26
6990402 MISSION VIEJO CA 92691 SFD 8.625 8.355 $2,387.82 360 1-May-26
6990403 POWAY CA 92064 SFD 8.500 8.230 $2,129.90 360 1-May-26
6990405 CAYUCOS CA 93430 SFD 8.125 7.855 $2,164.38 360 1-May-26
6990407 REDWOOD CITY CA 94061 SFD 7.750 7.480 $3,775.50 360 1-May-26
6990408 LOS ANGELES CA 90027 SFD 8.000 7.730 $2,017.86 360 1-May-26
6990409 GLENDALE AZ 85310 SFD 7.750 7.480 $1,549.60 360 1-Apr-26
6990410 LAGUNA BEACH CA 92651 SFD 8.250 7.980 $2,914.92 360 1-May-26
6990411 SCIO OR 97374 SFD 8.500 8.230 $1,968.42 360 1-Apr-26
6990412 HENDERSON NV 89015 SFD 8.375 8.105 $6,641.32 360 1-Apr-26
6990413 LAS VEGAS NV 89128 SFD 8.125 7.855 $445.50 360 1-Apr-26
6990414 SIERRA MADRE CA 91024 SFD 8.000 7.730 $2,061.88 360 1-Apr-26
6990415 SANTA CLARITA CA 91350 SFD 7.750 7.480 $3,385.05 360 1-Apr-26
6990416 SAN DIMAS CA 91773 SFD 8.500 8.230 $1,826.17 360 1-Jun-26
6990417 LITTLETON CO 80124 SFD 8.375 8.105 $1,672.16 360 1-May-26
6990418 ARCADIA CA 91007 SFD 8.500 8.230 $1,768.50 360 1-May-26
6990420 NEWPORT BEACH CA 92625 SFD 8.000 7.730 $2,891.03 360 1-May-26
6990421 LAS VEGAS NV 89129 SFD 8.750 8.480 $1,868.41 360 1-Apr-26
6990423 VALENCIA AREA CA 91354 SFD 8.000 7.730 $2,178.91 360 1-May-26
6990424 SANTA CLARITA CA 91350 SFD 7.875 7.605 $1,729.29 360 1-Apr-26
6990425 CAMARILLO CA 93012 SFD 7.875 7.605 $1,647.00 360 1-May-26
6990426 LA QUINTA CA 92253 SFD 8.375 8.105 $2,052.19 360 1-May-26
6990427 SAN DIMAS CA 91773 SFD 7.625 7.355 $1,521.05 360 1-May-26
6990428 LA VERNE CA 91750 SFD 8.000 7.730 $2,615.14 360 1-May-26
6990431 ROCKLIN CA 95677 SFD 8.250 7.980 $1,641.15 360 1-May-26
6990432 GRAEAGLE CA 96103 SFD 8.000 7.730 $1,816.07 360 1-Apr-26
6990433 FOLSOM CA 95630 SFD 8.250 7.980 $1,834.60 360 1-May-26
6990434 HUNTINGTON BEACH CA 92648 SFD 7.500 7.230 $2,796.86 360 1-May-26
6990435 TORRANCE CA 90505 SFD 8.125 7.855 $1,819.12 360 1-May-26
6990436 PLEASANT HILL CA 94523 SFD 8.125 7.855 $1,692.53 360 1-May-26
6990442 HOWELL NJ 07727 SFD 8.625 8.355 $1,773.36 360 1-May-26
6990444 CRANBURY TOWNSHIP NJ 08512 SFD 8.250 7.980 $1,590.81 360 1-May-26
6990445 RANCHO SANTA MARG CA 92688 SFD 8.250 7.980 $1,772.61 360 1-May-26
6990446 CORONA CA 91720 SFD 8.375 8.105 $1,662.28 360 1-May-26
6990447 CORONA CA 91720 SFD 7.500 7.230 $1,532.68 360 1-Apr-26
6990450 IRVINE CA 92714 SFD 7.250 6.980 $2,046.53 360 1-Mar-26
6990451 PLACENTIA CA 92670 SFD 8.250 7.980 $1,813.56 360 1-Apr-26
6990453 (TRABUCO CANYON A CA 92679 SFD 8.250 7.980 $2,042.69 360 1-May-26
6990454 ANAHEIM CA 92808 SFD 8.250 7.980 $3,005.07 360 1-May-26
6990455 TARZANA AREA CA 91356 SFD 8.125 7.855 $2,821.49 360 1-May-26
6990456 (VALENCIA AREA) CA 91354 SFD 8.250 7.980 $1,838.35 360 1-May-26
6990457 OCEANSIDE CA 92057 SFD 8.500 8.230 $1,610.10 360 1-May-26
6990458 SAN JOSE CA 95138 SFD 8.250 7.980 $1,803.04 360 1-Jun-26
6990459 SAN DIEGO CA 92131 SFD 8.375 8.105 $2,082.22 360 1-May-26
6990460 OXNARD CA 93030 SFD 8.375 8.105 $1,709.78 360 1-May-26
6990461 HERCULES CA 94547 SFD 8.000 7.730 $1,584.94 360 1-May-26
6990462 WOODBURY MN 55125 SFD 8.000 7.730 $1,639.32 360 1-May-26
6990463 TUALATIN OR 97062 SFD 7.500 7.230 $2,092.75 360 1-May-26
6990464 NAPLES FL 33942 SFD 8.125 7.855 $3,712.49 360 1-Jun-26
6990465 OMAHA NE 68118 SFD 8.250 7.980 $2,546.80 360 1-Apr-26
6990467 BOULDER CO 80304 SFD 8.250 7.980 $3,696.24 360 1-Apr-26
6990468 YREKA CA 96097 SFD 7.500 7.230 $2,796.86 360 1-May-26
6990469 COVINGTON LA 70433 SFD 8.250 7.980 $2,223.75 360 1-May-26
6990471 LOS GATOS CA 95032 SFD 7.250 6.980 $1,773.66 360 1-May-26
6990472 SAN RAMON CA 94583 SFD 8.250 7.980 $1,848.12 360 1-May-26
6990473 SAN RAMON CA 94583 SFD 8.625 8.355 $1,976.98 360 1-May-26
6990474 SAN RAMON CA 94583 SFD 8.250 7.980 $1,721.93 360 1-May-26
6990475 WOODINVILLE WA 98072 SFD 7.875 7.605 $2,407.24 360 1-Jun-26
6990476 FORT LAUDERDALE FL 33316 SFD 8.250 7.980 $2,143.37 360 1-Jun-26
6990477 MISSOULA MT 59801 SFD 8.250 7.980 $1,983.35 360 1-May-26
6990478 STEAMBOAT SPRINGS CO 80487 SFD 8.375 8.105 $1,786.17 360 1-May-26
6990481 HOUSTON TX 77024 SFD 7.500 7.230 $3,356.23 360 1-Jan-26
6990495 ROSEBURG OR 97470 SFD 8.000 7.730 $1,628.96 360 1-May-26
6990496 VESTAL NY 13850 SFD 8.000 7.730 $2,000.61 360 1-Apr-26
6990497 BAY HEAD NJ 08742 SFD 8.125 7.855 $3,403.61 360 1-May-26
6990498 PEARL RIVER NY 10965 SFD 7.875 7.605 $2,131.71 360 1-May-26
6990499 MORRISTOWN NJ 07960 SFD 7.250 6.980 $3,410.89 360 1-Apr-26
6990500 BRIDGEWATER NJ 08807 SFD 8.500 8.230 $1,799.26 360 1-Jun-26
6990501 DEAL NJ 07723 SFD 8.750 8.480 $6,883.63 360 1-May-26
6990502 FLORHAM PARK NJ 07932 SFD 7.875 7.605 $2,494.24 360 1-Apr-26
6990504 TAOS NM 87571 SFD 8.500 8.230 $1,876.15 360 1-Apr-26
6990505 MARIPOSA CA 95338 SFD 8.000 7.730 $1,739.02 360 1-May-26
6990507 DALLAS TX 75231 SFD 7.750 7.480 $1,991.63 360 1-Mar-26
6990509 DALLAS TX 75234 SFD 8.125 7.855 $1,651.31 360 1-Apr-26
6990510 PLANO TX 75093 PUD 8.125 7.855 $4,033.24 360 1-May-26
6990511 GEORGETOWN MA 01833 SFD 8.875 8.605 $2,154.21 360 1-May-26
6990512 NORTHBORO MA 01532 SFD 7.625 7.355 $1,620.47 360 1-May-26
6990513 ANNANDALE VA 22003 SFD 7.875 7.605 $1,746.70 360 1-May-26
6990514 CLIFTON VA 22024 SFD 8.000 7.730 $3,041.83 360 1-May-26
6990515 CENTREVILLE VA 22020 SFD 7.750 7.480 $1,927.15 360 1-May-26
6990516 PORTLAND OR 97221 SFD 8.125 7.855 $2,034.45 360 1-May-26
6990517 ELKHORN NE 68022 SFD 8.000 7.730 $2,222.21 360 1-May-26
6990518 RYE NY 10580 SFD 7.875 7.605 $4,712.96 360 1-Feb-26
6990519 SOUTH NYACK NY 10960 SFD 8.500 8.230 $3,037.21 360 1-May-26
6990520 WOODBURY MN 55125 SFD 7.375 7.105 $2,072.03 360 1-May-26
6990521 PALM HARBOR FL 34683 SFD 8.250 7.980 $1,615.23 360 1-Apr-26
6990522 GREENLAND NH 03840 SFD 8.750 8.480 $1,829.48 360 1-May-26
6990524 NEW MARKET MN 55044 SFD 7.625 7.355 $1,668.98 360 1-Apr-26
6990525 EDINA MN 55424 SFD 7.000 6.730 $2,075.22 360 1-Mar-26
6990526 E FALMOUTH MA 02540 SFD 8.500 8.230 $1,730.06 360 1-May-26
6990527 OSTERVILLE MA 02655 SFD 8.250 7.980 $2,779.69 360 1-May-26
6990528 GRASS VALLEY CA 95949 SFD 8.500 8.230 $1,799.26 360 1-Jun-26
6990529 ROCHESTER MI 48306 SFD 7.875 7.605 $3,683.36 360 1-May-26
6990530 CHICAGO IL 60611 LCO 7.875 7.605 $1,990.32 360 1-May-26
6990531 BORING OR 97009 SFD 8.750 8.480 $2,395.51 360 1-May-26
6990532 SAN DIEGO CA 92106 SFD 7.375 7.105 $3,367.05 360 1-Feb-26
6990534 CORONADO CA 92118 SFD 8.625 8.355 $2,289.82 360 1-May-26
6990535 CORONADO CA 92118 PUD 8.625 8.355 $1,818.09 360 1-May-26
6990536 TEHACHAPI CA 93561 SFD 8.375 8.105 $1,805.18 360 1-May-26
6990537 PASO ROBLES CA 93446 SFD 7.750 7.480 $2,364.17 360 1-May-26
6990538 ATASCADERO CA 93422 SFD 8.250 7.980 $2,192.58 360 1-Jun-26
6990539 LAS CRUCES NM 88001 SFD 8.625 8.355 $2,800.05 360 1-May-26
6990540 PORT WASHINGTON NY 11050 SFD 7.125 6.855 $2,273.81 360 1-Mar-26
6990542 ARLINGTON VA 22202 SFD 8.125 7.855 $2,227.50 360 1-Jun-26
6990545 PARKER CO 80134 SFD 8.000 7.730 $2,465.45 360 1-Apr-26
6990547 MILLERTON NY 12546 SFD 8.250 7.980 $2,967.50 360 1-May-26
6990549 BENTONVILLE AR 72712 SFD 7.875 7.605 $1,993.94 360 1-Jun-26
6990550 WHITESTONE NY 11357 SFD 8.875 8.605 $1,933.42 360 1-Jun-26
6990551 MECHANICSVILLE MD 20659 SFD 7.750 7.480 $1,667.81 360 1-May-26
6990552 DALLAS TX 75243 SFD 8.125 7.855 $1,603.79 360 1-May-26
6990553 MEDFORD OR 97504 SFD 8.125 7.855 $1,989.90 360 1-May-26
6990554 TULSA OK 74137 SFD 8.375 8.105 $1,915.38 360 1-May-26
6990555 SHERWOOD OR 97140 SFD 8.375 8.105 $2,596.41 360 1-Jun-26
6990556 HAYWARD CA 94541 SFD 8.125 7.855 $1,763.43 360 1-Jun-26
6990557 YORBA LINDA AREA CA 92686 SFD 8.625 8.355 $1,921.14 360 1-Jun-26
6990558 ALPHARETTA GA 30202 SFD 8.375 8.105 $1,970.49 360 1-May-26
6990559 MURRAY UT 84107 SFD 8.500 8.230 $1,957.65 360 1-May-26
6990560 KENSINGTON MD 20895 SFD 8.125 7.855 $1,614.94 360 1-Jun-26
6990561 FRESNO CA 93711 SFD 8.625 8.355 $2,068.92 360 1-Jun-26
6990562 OAKDALE MN 55128 SFD 8.500 8.230 $1,709.29 360 1-May-26
6990563 PHOENIX AZ 85024 SFD 8.500 8.230 $1,911.13 360 1-Jun-26
6990564 FEDERAL WAY WA 98023 SFD 8.750 8.480 $2,123.70 360 1-Jun-26
6990565 MINNEAPOLIS MN 55409 SFD 8.500 8.230 $2,560.49 360 1-Jun-26
6990566 CHICAGO IL 60613 SFD 9.250 8.980 $4,981.30 360 1-Jun-26
6990567 WASHINGTON DC 20016 SFD 7.875 7.605 $2,610.25 360 1-Jun-26
6990568 MCLEAN VA 22101 SFD 8.625 8.355 $2,644.49 360 1-Jun-26
6990569 CUMMING GA 30131 SFD 8.500 8.230 $2,768.09 360 1-Jun-26
6990570 HOFFMAN ESTATES IL 60010 PUD 8.125 7.855 $2,019.60 360 1-Jun-26
6990572 HOUSTON TX 77024 SFD 8.375 8.105 $2,204.21 360 1-Jun-26
6990575 STOCKTON NJ 08559 SFD 8.375 8.105 $3,220.81 360 1-Jun-26
6990577 DURANGO CO 81301 SFD 8.875 8.605 $1,927.45 360 1-May-26
6990578 DOBBS FERRY NY 10522 SFD 8.750 8.480 $2,711.76 360 1-May-26
6990579 KATONAH NY 10536 SFD 8.375 8.105 $3,709.16 360 1-Jun-26
6990580 DILLON CO 80435 SFD 8.375 8.105 $1,862.94 360 1-May-26
6990581 PLEASANTON CA 94588 SFD 8.125 7.855 $3,898.11 360 1-May-26
6990582 SARATOGA CA 95070 SFD 8.000 7.730 $2,568.18 360 1-May-26
6990583 SAN JOSE CA 95138 PUD 8.375 8.105 $4,054.23 360 1-May-26
6990584 NAPA CA 94558 SFD 8.625 8.355 $2,039.37 360 1-Jun-26
6990585 LAFAYETTE CA 94549 SFD 7.875 7.605 $3,700.03 360 1-Jun-26
6990586 SAN FRANCISCO CA 94127 SFD 8.875 8.605 $2,040.83 360 1-Jun-26
6990587 FOUNTAIN VALLEY CA 92708 PUD 8.625 8.355 $1,820.03 360 1-May-26
6990588 SEBASTOPOL CA 95472 SFD 8.500 8.230 $1,999.18 360 1-Jun-26
6990589 SANTA CLARITA CA 91350 PUD 8.250 7.980 $1,855.63 360 1-May-26
6990590 MORENO VALLEY CA 92557 SFD 8.250 7.980 $2,150.13 360 1-May-26
6990591 SAN RAMON CA 94583 PUD 7.500 7.230 $1,534.43 360 1-Feb-26
6990593 BOULDER CO 80304 SFD 8.375 8.105 $1,686.23 360 1-May-26
6990596 HILLSBOROUGH NC 27278 SFD 8.500 8.230 $2,029.94 360 1-Jun-26
6990597 ARROYO GRANDE CA 93420 SFD 8.250 7.980 $1,724.91 360 1-Jun-26
6990598 LAKE STEVENS WA 98258 SFD 8.250 7.980 $2,097.54 360 1-May-26
6990599 ARDMORE OK 73401 SFD 8.000 7.730 $1,739.56 360 1-Jun-26
6990602 CHICAGO IL 60637 SFD 7.375 7.105 $2,127.28 360 1-Apr-26
6990604 ALEXANDRIA VA 22310 SFD 7.500 7.230 $1,817.96 360 1-May-26
6990605 NEWBURY MA 01951 SFD 8.750 8.480 $3,461.49 360 1-May-26
6990606 WALDWICK NJ 07463 SFD 8.750 8.480 $1,762.21 360 1-Jun-26
6990607 MARION IA 50302 SFD 7.625 7.355 $1,642.09 360 1-Apr-26
6990608 FARIBAULT MN 55021 SFD 8.125 7.855 $2,079.00 360 1-Jun-26
6990610 HORSESHOE BAY TX 78657 PUD 8.250 7.980 $2,313.90 360 1-Nov-25
6990611 SANDY UT 84093 SFD 8.125 7.855 $2,056.72 360 1-Dec-25
6990612 COLUMBIA MD 21044 SFD 8.500 8.230 $2,294.44 360 1-Dec-25
6990613 SIMI VALLEY CA 93063 SFD 8.125 7.855 $1,645.75 360 1-Jan-26
6990616 CLARKSTOWN NEW CI NY 10956 SFD 7.875 7.605 $1,624.16 360 1-Apr-26
6990617 CENTREVILLE VA 22020 SFD 7.375 7.105 $1,513.96 360 1-Apr-26
6990618 PLACITAS NM 87043 SFD 7.500 7.230 $2,141.99 360 1-Apr-26
6990619 GRANITE BAY CA 95746 SFD 8.375 8.105 $1,869.78 360 1-Apr-26
6990620 WESTPORT CT 06880 SFD 7.750 7.480 $2,507.44 360 1-May-26
6990621 NEWTON MA 02165 SFD 7.875 7.605 $1,834.43 360 1-Apr-26
6990622 ARLINGTON HEIGHTS IL 60004 SFD 8.625 8.355 $1,785.03 360 1-May-26
6990623 SUMRALL MS 39482 SFD 8.375 8.105 $1,655.44 360 1-Jun-26
6990624 MCLEAN VA 22101 SFD 7.750 7.480 $1,740.89 360 1-Jun-26
6990626 VILLA HILLS KY 41017 SFD 8.000 7.730 $2,091.23 360 1-May-26
6990628 SALT LAKE CITY UT 84121 SFD 8.625 8.355 $1,897.81 360 1-May-26
6990630 PARKLAND FL 33067 SFD 8.875 8.605 $2,768.85 360 1-May-26
6990631 SAN DIEGO CA 92120 SFD 7.625 7.355 $2,222.48 360 1-Apr-26
6990632 TERRELL HILLS TX 78209 SFD 8.375 8.105 $2,260.45 360 1-Jun-26
6990633 MAHTOMEDI MN 55115 SFD 8.625 8.355 $2,138.92 360 1-May-26
6990635 OGDEN UT 84403 SFD 8.375 8.105 $2,272.62 360 1-Jun-26
6990636 DENTON TX 76201 SFD 8.750 8.480 $1,988.35 240 1-May-16
6990637 EVERETT WA 98201 SFD 8.625 8.355 $2,420.48 360 1-Jun-26
6990638 OAKDALE CA 95361 SFD 8.750 8.480 $2,171.29 360 1-Jun-26
6990640 RENO NV 89511 SFD 7.875 7.605 $1,703.92 360 1-Apr-26
6990654 MISSOULA MT 59802 SFD 8.500 8.230 $2,017.25 360 1-Jun-26
6990655 SEELEY LAKE MT 59868 SFD 8.750 8.480 $2,693.67 360 1-Jun-26
6990656 LINCOLNSHIRE IL 60069 SFD 8.375 8.105 $2,401.83 360 1-Apr-26
6990659 MANDEVILLE LA 70471 SFD 7.500 7.230 $1,510.31 360 1-Jun-26
6990661 UKIAH CA 95482 SFD 8.625 8.355 $2,240.04 360 1-May-26
6990667 WALNUT CREEK CA 94598 SFD 7.750 7.480 $1,759.87 360 1-Jun-26
6990668 BEVERLY HILLS CA 90210 LCO 8.375 8.105 $2,527.24 360 1-Apr-26
6990669 BURBANK CA 91501 SFD 8.500 8.230 $1,722.37 360 1-Apr-26
6990670 SIMI VALLEY CA 93063 SFD 8.250 7.980 $1,803.04 360 1-May-26
6990671 NEWBURY PARK AREA CA 91320 SFD 9.000 8.730 $2,223.98 360 1-May-26
6990672 FLAGSTAFF AZ 86001 SFD 8.375 8.105 $2,397.65 360 1-Jun-26
6990673 GREENVILLE SC 29615 SFD 8.375 8.105 $1,710.17 360 1-Jun-26
6990676 NEWTON (WABAN) MA 02168 SFD 7.625 7.355 $1,948.21 360 1-Apr-26
6990678 DOVER MA 02030 SFD 7.625 7.355 $2,236.63 360 1-May-26
6990680 PARK CITY UT 84060 SFD 7.875 7.605 $2,355.03 360 1-Apr-26
6990682 PUYALLUP WA 98372 SFD 7.625 7.355 $2,368.28 360 1-Mar-26
6990683 BELLINGHAM WA 98226 SFD 8.125 7.855 $1,811.70 360 1-Jun-26
6990686 UNIVERSITY PLACE WA 98466 SFD 8.000 7.730 $1,696.47 360 1-Jun-26
6990690 KEYSTONE CO 80435 PUD 8.500 8.230 $1,943.20 360 1-Jun-26
6990691 OLD LYME CT 06371 SFD 8.625 8.355 $1,944.47 360 1-May-26
6990692 RENTON WA 98058 SFD 7.875 7.605 $1,754.67 360 1-Apr-26
6990693 DANVILLE CA 94506 SFD 8.625 8.355 $3,142.27 360 1-May-26
6990694 FREMONT CA 94539 SFD 8.375 8.105 $2,225.49 360 1-May-26
6990695 SAN JOSE CA 95124 SFD 8.500 8.230 $1,730.06 360 1-May-26
6990696 SAN FRANCISCO CA 94127 SFD 7.500 7.230 $2,167.56 360 1-Jun-26
6990697 LOS ANGELES CA 91324 SFD 8.375 8.105 $1,983.79 360 1-May-26
6990698 SAN DIEGO CA 92121 SFD 8.375 8.105 $1,823.41 360 1-Apr-26
6990699 PLEASANTVILLE NY 10570 SFD 7.625 7.355 $1,769.48 360 1-Oct-25
6990711 SANTA CLARA CA 95051 SFD 8.375 8.105 $2,014.20 360 1-May-26
6990713 LAGUNA BEACH CA 92651 SFD 7.875 7.605 $1,631.41 360 1-Jun-26
6990714 ANAHEIM CA 92807 SFD 8.125 7.855 $2,090.13 360 1-May-26
6990715 REDWOOD CITY CA 94061 SFD 8.250 7.980 $1,742.94 360 1-Apr-26
6990716 RUMSON NJ 07760 SFD 8.125 7.855 $4,506.96 360 1-Mar-26
6990717 ALEXANDRIA VA 22308 SFD 8.625 8.355 $3,111.16 360 1-Jun-26
6990718 (VALENCIA AREA) CA 91354 SFD 8.125 7.855 $1,923.81 360 1-May-26
6990719 CLAYTON CA 94517 SFD 8.250 7.980 $1,621.98 360 1-Jun-26
6990721 LIVERMORE CA 94550 SFD 8.250 7.980 $3,240.59 360 1-Jun-26
6990722 (COTO DE CAZA ARE CA 92679 LCO 8.375 8.105 $1,349.89 360 1-May-26
6990723 OCEANSIDE CA 92054 LCO 8.000 7.730 $1,749.29 360 1-May-26
6990724 DESTREHAN LA 70047 SFD 8.500 8.230 $1,922.29 360 1-Jun-26
6990728 OKLAHOMA CITY OK 73120 SFD 8.500 8.230 $2,179.87 360 1-Jun-26
6990729 KITTY HAWK NC 27949 SFD 8.500 8.230 $2,952.63 360 1-Jun-26
6990730 NAGS HEAD NC 27959 SFD 8.500 8.230 $1,673.16 360 1-Jun-26
6990732 TUALATIN OR 97062 SFD 8.125 7.855 $1,670.62 360 1-May-26
6990736 EDEN PRAIRIE MN 55347 SFD 8.250 7.980 $1,803.04 360 1-May-26
6990744 MINNETONKA MN 55305 SFD 7.625 7.355 $2,689.62 360 1-Apr-26
6990755 DENVER CO 80218 SFD 8.250 7.980 $2,614.41 360 1-May-26
6990763 BOULDER CO 80301 SFD 8.125 7.855 $2,561.62 360 1-May-26
6990769 HOPKINS MN 55305 SFD 7.625 7.355 $3,029.36 360 1-Jun-26
6990770 HOLLAND PA 18966 SFD 8.000 7.730 $2,116.18 360 1-Jun-26
6990772 LITTLE ROCK AR 72211 SFD 8.125 7.855 $1,957.96 360 1-May-26
6990774 HERNDON VA 22070 SFD 8.500 8.230 $1,825.41 360 1-Jun-26
6990775 HASTINGS-ON-HUDSO NY 10706 SFD 8.500 8.230 $2,614.31 360 1-Jun-26
6990776 LEONARDTOWN MD 20650 SFD 7.875 7.605 $1,725.67 360 1-May-26
6990777 BARRINGTON IL 60010 SFD 7.750 7.480 $1,611.93 360 1-Jun-26
6990778 HINSDALE IL 60521 SFD 7.875 7.605 $2,175.21 360 1-May-26
6990780 DANVILLE CA 94526 SFD 7.875 7.605 $2,175.21 360 1-Jun-26
6990782 EUGENE OR 97401 SFD 7.750 7.480 $2,023.15 360 1-Jun-26
6990783 MOORESVILLE NC 28115 SFD 8.500 8.230 $1,937.67 360 1-May-26
6990788 LITTLE ROCK AR 72227 SFD 8.750 8.480 $1,860.94 360 1-May-26
6990791 PLEASANT HILL OR 97455 SFD 8.625 8.355 $2,185.59 360 1-Jun-26
6990792 PORTLAND OR 97229 SFD 8.375 8.105 $2,387.39 360 1-Jun-26
6990793 CONCORD CA 94521 SFD 8.500 8.230 $1,960.73 360 1-Jun-26
6990794 BOULDER CO 80303 SFD 8.500 8.230 $1,960.73 360 1-May-26
6990795 WOODCLIFF LAKE NJ 07675 SFD 8.750 8.480 $3,442.61 360 1-Jun-26
6990797 PORTLAND OR 97229 SFD 8.250 7.980 $2,328.93 360 1-Jun-26
6990802 ACWORTH GA 30101 SFD 7.875 7.605 $1,885.19 360 1-Jun-26
6990803 DELLWOOD MN 55110 SFD 8.625 8.355 $1,944.48 360 1-May-26
6990806 SARATOGA CA 95070 SFD 8.125 7.855 $4,454.98 360 1-May-26
6990808 MALIBU CA 90265 SFD 8.250 7.980 $4,507.60 360 1-Jun-26
6990809 MANHATTAN BEACH CA 90266 LCO 8.375 8.105 $2,189.01 360 1-Jun-26
6990810 REDLANDS CA 92373 SFD 8.375 8.105 $1,824.18 360 1-Jun-26
6990811 SAN FRANCISCO CA 94115 PUD 8.625 8.355 $1,891.59 360 1-Jun-26
6990812 THE SEA RANCH CA 95497 SFD 7.625 7.355 $1,727.02 360 1-Mar-26
6990813 AGUA DULCE CA 91350 SFD 8.625 8.355 $2,310.04 360 1-Jun-26
6990814 DENVILLE NJ 07834 SFD 8.750 8.480 $1,888.08 360 1-Jun-26
6990816 FULLERTON CA 92631 SFD 8.375 8.105 $2,576.64 360 1-May-26
6990817 LOS GATOS CA 95032 SFD 8.250 7.980 $3,155.32 360 1-Jun-26
6990818 SUNNYVALE CA 94087 SFD 8.500 8.230 $1,845.40 360 1-Jun-26
6990819 VIRGINIA BEACH VA 23455 SFD 8.500 8.230 $2,387.48 360 1-May-26
6990820 SAN DIEGO CA 92130 SFD 8.625 8.355 $2,582.27 360 1-Jun-26
6990832 CHANTILLY VA 22021 SFD 7.875 7.605 $2,044.33 360 1-May-26
6990833 MATHOMEDI MN 55115 SFD 8.250 7.980 $2,253.80 360 1-Jun-26
6990834 LANDENBERG PA 19350 SFD 7.875 7.605 $1,914.18 360 1-May-26
6990937 GREENSBORO NC 27410 SFD 8.000 7.730 $1,650.98 360 1-Jun-26
6990950 PARKLAND FL 33076 SFD 8.625 8.355 $2,061.15 360 1-Jun-26
6990956 YORBA LINDA CA 92686 SFD 8.250 7.980 $2,325.92 360 1-May-26
6990986 INVERNESS IL 60010 SFD 8.500 8.230 $2,114.52 360 1-Jun-26
6991000 KENNER LA 70065 SFD 8.250 7.980 $2,103.55 360 1-Jun-26
6991036 GILBERT AZ 85233 SFD 8.500 8.230 $2,152.96 360 1-Jun-26
6991037 PLEASANTVILLE NY 10570 SFD 8.375 8.105 $2,069.68 360 1-Jul-26
6991038 SARATOGA CA 95070 SFD 7.875 7.605 $2,827.77 360 1-Jun-26
6991056 MOUNTAIN VIEW CA 94040 SFD 8.125 7.855 $1,656.52 360 1-Jun-26
6991070 LITTLETON CO 80122 SFD 8.375 8.105 $2,044.30 360 1-Jun-26
6991107 CLIFTON VA 22024 SFD 7.875 7.605 $2,976.41 360 1-Jun-26
6991165 SAN JOSE CA 95131 SFD 8.625 8.355 $2,022.25 360 1-Jun-26
6991199 PLEASANTON CA 94566 SFD 8.375 8.105 $1,684.32 360 1-Jul-26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
- ----- -------------- ------ ------- --------- -------- ----------- -----------
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>
6990000 $270,596.48 79.12 0.250 0.020
6990001 $301,223.77 80.00 0.250 0.020
6990004 $234,341.98 95.00 33 0.250 0.020
6990006 $275,025.56 61.03 0.250 0.020
6990008 $270,209.15 80.00 0.250 0.020
6990010 $309,190.69 69.20 0.250 0.020
6990011 $251,843.36 90.00 33 0.250 0.020
6990013 $233,684.93 90.00 12 0.250 0.020
6990015 $277,216.65 80.00 0.250 0.020
6990017 $476,519.89 76.95 0.250 0.020
6990018 $330,360.66 80.00 0.250 0.020
6990019 $226,636.59 85.02 13 0.250 0.020
6990020 $237,218.53 95.00 11 0.250 0.020
6990021 $499,392.05 62.50 0.250 0.020
6990024 $187,529.05 28.15 0.250 0.020
6990025 $203,144.32 91.87 11 0.250 0.020
6990029 $257,167.70 94.80 11 0.250 0.020
6990030 $212,824.02 95.00 13 0.250 0.020
6990034 $277,002.12 89.81 13 0.250 0.020
6990038 $338,572.82 61.82 0.250 0.020
6990039 $350,160.51 80.00 0.250 0.020
6990042 $212,279.21 89.36 12 0.250 0.020
6990044 $249,880.77 74.98 0.250 0.020
6990046 $280,563.09 75.00 0.250 0.020
6990047 $314,553.91 90.00 11 0.250 0.020
6990048 $309,251.86 90.00 01 0.250 0.020
6990053 $398,640.03 80.00 0.250 0.020
6990054 $222,361.32 80.00 0.250 0.020
6990055 $256,103.97 54.91 0.250 0.020
6990057 $230,341.51 73.33 0.250 0.020
6990058 $446,308.22 79.28 0.250 0.020
6990060 $998,073.81 69.93 0.250 0.020
6990062 $217,499.30 68.13 0.250 0.020
6990064 $283,820.65 70.37 0.250 0.020
6990065 $329,372.94 78.57 0.250 0.020
6990066 $233,349.29 90.00 06 0.250 0.020
6990069 $276,958.53 84.99 12 0.250 0.020
6990070 $325,251.24 84.68 17 0.250 0.020
6990071 $359,213.34 80.00 0.250 0.020
6990072 $226,319.78 74.67 0.250 0.020
6990073 $598,721.36 78.43 0.250 0.020
6990075 $471,441.42 78.75 0.250 0.020
6990077 $336,510.61 89.87 11 0.250 0.020
6990078 $349,002.30 66.92 0.250 0.020
6990080 $258,694.94 80.00 0.250 0.020
6990082 $586,238.05 69.59 0.250 0.020
6990085 $348,712.73 63.64 0.250 0.020
6990086 $284,265.53 48.72 0.250 0.020
6990087 $303,206.09 76.00 0.250 0.020
6990088 $349,491.75 87.50 06 0.250 0.020
6990091 $394,158.22 64.65 0.250 0.020
6990092 $271,420.36 61.82 0.250 0.020
6990094 $439,376.91 80.00 0.250 0.020
6990095 $349,452.27 61.95 0.250 0.020
6990096 $275,426.43 75.00 0.250 0.020
6990097 $343,765.86 79.93 0.250 0.020
6990098 $239,488.54 80.00 0.250 0.020
6990100 $464,324.76 65.03 0.250 0.020
6990101 $498,907.42 76.92 0.250 0.020
6990102 $249,423.51 68.87 0.250 0.020
6990104 $231,338.64 80.00 0.250 0.020
6990106 $997,550.90 43.96 0.250 0.020
6990107 $259,603.10 65.82 0.250 0.020
6990108 $359,527.43 71.86 0.250 0.020
6990109 $300,857.49 89.20 12 0.250 0.020
6990110 $358,998.02 77.92 0.250 0.020
6990111 $299,407.28 80.00 0.250 0.020
6990113 $287,459.21 80.00 0.250 0.020
6990115 $307,585.31 80.00 0.250 0.020
6990116 $251,435.39 66.32 0.250 0.020
6990117 $349,595.78 89.74 17 0.250 0.020
6990118 $269,627.16 77.91 0.250 0.020
6990120 $266,405.61 95.00 17 0.250 0.020
6990121 $227,677.12 80.00 0.250 0.020
6990122 $416,992.37 50.00 0.250 0.020
6990123 $220,075.26 90.00 01 0.250 0.020
6990124 $236,332.15 78.93 0.250 0.020
6990127 $398,978.66 47.06 0.250 0.020
6990128 $329,772.90 67.35 0.250 0.020
6990129 $998,619.10 65.36 0.250 0.020
6990130 $457,828.17 64.56 0.250 0.020
6990134 $298,382.04 80.00 0.250 0.020
6990135 $229,522.03 71.76 0.250 0.020
6990136 $295,640.11 80.00 0.250 0.020
6990137 $219,732.50 80.00 0.250 0.020
6990138 $304,427.30 64.89 0.250 0.020
6990139 $375,480.76 80.00 0.250 0.020
6990140 $599,270.45 64.52 0.250 0.020
6990141 $216,731.72 80.00 0.250 0.020
6990142 $379,461.86 65.52 0.250 0.020
6990144 $319,620.78 61.54 0.250 0.020
6990146 $255,899.92 90.00 17 0.250 0.020
6990147 $297,415.69 59.41 0.250 0.020
6990148 $349,516.69 80.00 0.250 0.020
6990149 $242,089.80 80.00 0.250 0.020
6990150 $509,042.37 58.62 0.250 0.020
6990152 $284,491.58 75.00 0.250 0.020
6990154 $224,795.01 95.00 01 0.250 0.020
6990155 $215,633.69 90.00 17 0.250 0.020
6990156 $374,532.21 57.69 0.250 0.020
6990157 $269,412.56 90.00 01 0.250 0.020
6990158 $347,130.07 80.00 0.250 0.020
6990159 $522,739.26 80.00 0.250 0.020
6990161 $231,564.37 67.25 0.250 0.020
6990162 $242,284.00 90.00 11 0.250 0.020
6990164 $339,166.12 82.93 06 0.250 0.020
6990165 $263,835.44 70.53 0.250 0.020
6990167 $325,960.52 80.00 0.250 0.020
6990168 $283,704.92 69.95 0.250 0.020
6990169 $235,682.25 80.00 0.250 0.020
6990170 $444,800.39 80.00 0.250 0.020
6990171 $408,302.94 80.00 0.250 0.020
6990172 $434,162.12 50.58 0.250 0.020
6990173 $259,640.97 50.00 0.250 0.020
6990174 $415,494.19 77.04 0.250 0.020
6990175 $306,171.42 79.74 0.250 0.020
6990176 $384,543.76 69.57 0.250 0.020
6990177 $237,239.57 95.00 17 0.250 0.020
6990178 $399,525.98 84.21 17 0.250 0.020
6990180 $241,931.99 85.00 01 0.250 0.020
6990181 $245,651.64 94.98 17 0.250 0.020
6990182 $239,692.87 87.91 12 0.250 0.020
6990184 $234,683.59 79.80 0.250 0.020
6990185 $318,570.49 79.77 0.250 0.020
6990187 $359,584.25 67.04 0.250 0.020
6990188 $244,503.54 74.70 0.250 0.020
6990190 $294,422.75 80.00 0.250 0.020
6990191 $319,610.92 80.00 0.250 0.020
6990192 $257,235.20 80.00 0.250 0.020
6990193 $255,519.33 80.00 0.250 0.020
6990194 $247,191.25 90.00 17 0.250 0.020
6990195 $559,301.33 78.87 0.250 0.020
6990196 $291,596.78 80.00 0.250 0.020
6990197 $449,410.31 74.68 0.250 0.020
6990198 $394,294.75 80.00 0.250 0.020
6990199 $252,634.60 78.73 0.250 0.020
6990200 $254,865.01 80.00 0.250 0.020
6990201 $257,678.16 79.88 0.250 0.020
6990202 $277,811.81 74.54 0.250 0.020
6990203 $253,921.24 89.98 06 0.250 0.020
6990204 $249,703.75 92.59 06 0.250 0.020
6990205 $287,692.29 60.00 0.250 0.020
6990208 $475,435.92 80.00 0.250 0.020
6990209 $239,700.62 89.89 06 0.250 0.020
6990211 $229,085.60 79.99 0.250 0.020
6990212 $235,469.02 87.78 12 0.250 0.020
6990213 $225,493.66 89.68 12 0.250 0.020
6990214 $498,501.71 62.50 0.250 0.020
6990215 $383,181.65 80.00 0.250 0.020
6990216 $237,042.52 95.00 01 0.250 0.020
6990217 $449,064.81 40.91 0.250 0.020
6990218 $243,022.49 80.00 0.250 0.020
6990219 $228,524.10 55.18 0.250 0.020
6990220 $269,230.30 90.00 12 0.250 0.020
6990221 $277,791.65 89.81 12 0.250 0.020
6990222 $253,797.96 80.00 0.250 0.020
6990223 $395,975.37 75.58 0.250 0.020
6990224 $240,499.15 71.55 0.250 0.020
6990225 $411,206.41 79.23 0.250 0.020
6990226 $266,108.89 78.07 0.250 0.020
6990227 $238,210.00 90.00 17 0.250 0.020
6990228 $229,135.08 80.00 0.250 0.020
6990229 $295,240.57 80.00 0.250 0.020
6990230 $325,289.48 78.54 0.250 0.020
6990231 $342,593.53 76.28 0.250 0.020
6990232 $218,247.66 95.00 01 0.250 0.020
6990233 $245,872.98 90.00 17 0.250 0.020
6990234 $295,749.10 90.00 17 0.250 0.020
6990235 $423,118.85 80.00 0.250 0.020
6990236 $229,721.61 86.87 01 0.250 0.020
6990237 $232,670.02 86.63 12 0.250 0.020
6990238 $289,329.23 89.99 12 0.250 0.020
6990239 $247,050.25 80.00 0.250 0.020
6990240 $251,660.69 80.00 0.250 0.020
6990242 $263,644.54 80.00 0.250 0.020
6990243 $385,900.99 89.99 06 0.250 0.020
6990244 $385,334.53 77.40 0.250 0.020
6990245 $278,460.66 80.00 0.250 0.020
6990246 $371,301.49 80.00 0.250 0.020
6990247 $233,708.10 83.57 33 0.250 0.020
6990249 $257,429.06 80.00 0.250 0.020
6990250 $292,643.74 68.14 0.250 0.020
6990251 $332,110.59 79.91 0.250 0.020
6990254 $215,670.27 80.00 0.250 0.020
6990255 $341,703.06 79.77 0.250 0.020
6990256 $255,286.98 80.00 0.250 0.020
6990257 $314,786.22 80.00 0.250 0.020
6990259 $254,048.69 80.00 0.250 0.020
6990260 $214,030.84 70.28 0.250 0.020
6990263 $368,723.71 77.89 0.250 0.020
6990264 $349,290.75 77.78 0.250 0.020
6990266 $307,925.65 80.00 0.250 0.020
6990268 $579,199.06 80.00 0.250 0.020
6990273 $314,507.05 90.00 33 0.250 0.020
6990275 $229,705.65 80.00 0.250 0.020
6990276 $249,468.92 90.00 33 0.250 0.020
6990277 $229,690.31 66.67 0.250 0.020
6990280 $250,479.04 95.00 06 0.250 0.020
6990281 $494,282.63 70.00 0.250 0.020
6990282 $273,179.79 80.00 0.250 0.020
6990283 $288,352.53 85.00 33 0.250 0.020
6990286 $216,408.23 78.76 0.250 0.020
6990288 $215,730.54 80.00 0.250 0.020
6990289 $294,602.80 89.39 13 0.250 0.020
6990292 $248,819.79 90.00 13 0.250 0.020
6990295 $231,640.16 80.00 0.250 0.020
6990296 $399,488.11 47.85 0.250 0.020
6990297 $319,121.38 90.00 11 0.250 0.020
6990298 $250,959.85 75.00 0.250 0.020
6990299 $267,284.48 90.00 11 0.250 0.020
6990300 $229,713.08 55.42 0.250 0.020
6990301 $292,170.83 90.00 11 0.250 0.020
6990302 $332,189.68 90.00 33 0.250 0.020
6990303 $296,398.13 87.35 33 0.250 0.020
6990306 $272,821.42 80.00 0.250 0.020
6990308 $599,288.97 66.30 0.250 0.020
6990311 $249,094.20 80.00 0.250 0.020
6990313 $292,636.65 95.00 01 0.250 0.020
6990314 $296,455.95 84.76 01 0.250 0.020
6990315 $262,645.87 76.23 0.250 0.020
6990316 $352,013.21 75.00 0.250 0.020
6990319 $212,124.05 90.00 33 0.250 0.020
6990322 $359,463.97 80.00 0.250 0.020
6990323 $241,896.95 80.00 0.250 0.020
6990324 $209,738.02 77.78 0.250 0.020
6990325 $284,653.46 66.59 0.250 0.020
6990327 $224,733.36 44.12 0.250 0.020
6990329 $495,412.22 80.00 0.250 0.020
6990330 $244,702.11 68.77 0.250 0.020
6990331 $276,332.49 70.00 0.250 0.020
6990332 $256,145.78 90.00 33 0.250 0.020
6990334 $229,306.17 80.00 0.250 0.020
6990335 $323,606.05 80.00 0.250 0.020
6990336 $304,992.84 68.89 0.250 0.020
6990337 $209,751.14 70.00 0.250 0.020
6990341 $215,716.46 83.08 01 0.250 0.020
6990343 $244,490.85 79.42 0.250 0.020
6990344 $268,295.28 80.00 0.250 0.020
6990345 $551,435.79 79.99 0.250 0.020
6990347 $234,606.98 90.00 06 0.250 0.020
6990348 $225,462.44 95.00 11 0.250 0.020
6990349 $256,855.92 71.99 0.250 0.020
6990350 $333,538.79 89.86 06 0.250 0.020
6990351 $349,595.80 74.47 0.250 0.020
6990352 $264,418.30 80.00 0.250 0.020
6990353 $260,099.27 79.15 0.250 0.020
6990354 $319,590.50 80.00 0.250 0.020
6990355 $223,720.57 80.00 0.250 0.020
6990356 $279,676.64 77.78 0.250 0.020
6990358 $439,491.86 64.71 0.250 0.020
6990359 $279,684.88 63.21 0.250 0.020
6990360 $259,558.03 71.64 0.250 0.020
6990361 $257,669.83 79.38 0.250 0.020
6990362 $315,625.52 80.00 0.250 0.020
6990363 $231,602.98 85.00 12 0.250 0.020
6990364 $212,600.06 94.67 11 0.250 0.020
6990365 $573,337.11 70.00 0.250 0.020
6990366 $251,685.65 90.00 06 0.250 0.020
6990369 $206,749.31 60.00 0.250 0.020
6990370 $271,677.67 80.00 0.250 0.020
6990371 $298,338.88 65.00 0.250 0.020
6990375 $215,526.68 90.00 06 0.250 0.020
6990376 $281,905.96 69.83 0.250 0.020
6990377 $559,353.27 80.00 0.250 0.020
6990378 $290,409.24 69.23 0.250 0.020
6990379 $226,531.23 90.00 17 0.250 0.020
6990380 $221,635.68 70.00 0.250 0.020
6990381 $251,701.35 90.00 01 0.250 0.020
6990382 $277,055.13 75.00 0.250 0.020
6990383 $229,213.70 90.00 33 0.250 0.020
6990384 $251,560.82 90.00 11 0.250 0.020
6990385 $234,478.53 69.15 0.250 0.020
6990387 $244,702.11 92.45 06 0.250 0.020
6990388 $206,630.73 64.49 0.250 0.020
6990389 $499,407.48 74.18 0.250 0.020
6990390 $334,781.86 80.00 0.250 0.020
6990391 $249,848.55 55.56 0.250 0.020
6990392 $234,266.05 91.97 01 0.250 0.020
6990393 $274,856.70 80.00 0.250 0.020
6990394 $249,445.96 90.00 12 0.250 0.020
6990395 $264,948.24 90.00 12 0.250 0.020
6990396 $574,264.15 74.19 0.250 0.020
6990398 $311,801.04 33.37 0.250 0.020
6990399 $220,972.83 52.12 0.250 0.020
6990400 $461,362.03 79.93 0.250 0.020
6990402 $306,636.18 78.32 0.250 0.020
6990403 $276,633.19 78.47 0.250 0.020
6990405 $291,117.35 79.00 0.250 0.020
6990407 $526,253.69 56.67 0.250 0.020
6990408 $271,840.66 47.83 0.250 0.020
6990409 $215,839.05 94.99 01 0.250 0.020
6990410 $387,503.46 80.00 0.250 0.020
6990411 $255,531.43 67.37 0.250 0.020
6990412 $872,134.30 69.90 0.250 0.020
6990413 $59,801.08 75.00 0.250 0.020
6990414 $280,430.58 66.12 0.250 0.020
6990415 $471,493.06 70.00 0.250 0.020
6990416 $237,356.12 95.00 06 0.250 0.020
6990417 $219,725.56 86.27 11 0.250 0.020
6990418 $229,720.35 77.97 0.250 0.020
6990420 $393,469.51 68.52 0.250 0.020
6990421 $237,087.08 95.00 13 0.250 0.020
6990423 $296,550.19 89.99 33 0.250 0.020
6990424 $238,004.36 90.00 33 0.250 0.020
6990425 $226,836.32 94.99 06 0.250 0.020
6990426 $269,663.20 75.00 0.250 0.020
6990427 $214,587.93 71.66 0.250 0.020
6990428 $355,920.13 90.00 33 0.250 0.020
6990431 $218,170.43 95.00 13 0.250 0.020
6990432 $246,998.46 90.00 33 0.250 0.020
6990433 $243,887.48 89.98 06 0.250 0.020
6990434 $399,404.42 75.47 0.250 0.020
6990435 $244,515.94 79.97 0.250 0.020
6990436 $227,650.75 95.00 06 0.250 0.020
6990442 $227,729.81 89.98 13 0.250 0.020
6990444 $211,479.01 70.00 0.250 0.020
6990445 $235,648.06 90.00 11 0.250 0.020
6990446 $218,427.18 94.96 13 0.250 0.020
6990447 $218,708.90 94.99 13 0.250 0.020
6990450 $299,055.36 63.71 0.250 0.020
6990451 $240,935.02 80.00 0.250 0.020
6990453 $271,376.28 89.99 11 0.250 0.020
6990454 $399,488.11 74.77 0.250 0.020
6990455 $379,501.17 80.00 0.250 0.020
6990456 $244,224.09 79.97 0.250 0.020
6990457 $208,943.98 74.98 0.250 0.020
6990458 $239,846.96 64.00 0.250 0.020
6990459 $273,608.25 94.99 13 0.250 0.020
6990460 $224,583.30 89.98 11 0.250 0.020
6990461 $215,709.15 90.00 13 0.250 0.020
6990462 $223,111.18 90.00 33 0.250 0.020
6990463 $298,629.46 73.00 0.250 0.020
6990464 $499,672.93 65.02 0.250 0.020
6990465 $338,347.01 78.84 0.250 0.020
6990467 $491,052.29 80.00 0.250 0.020
6990468 $399,404.42 80.00 0.250 0.020
6990469 $295,621.20 80.00 0.250 0.020
6990471 $259,593.12 65.82 0.250 0.020
6990472 $245,685.18 89.98 13 0.250 0.020
6990473 $253,637.07 90.00 13 0.250 0.020
6990474 $228,909.68 90.00 13 0.250 0.020
6990475 $331,771.51 80.00 0.250 0.020
6990476 $285,118.07 90.00 33 0.250 0.020
6990477 $263,662.14 80.00 0.250 0.020
6990478 $234,706.84 54.65 0.250 0.020
6990481 $477,828.94 59.26 0.250 0.020
6990495 $221,701.09 80.00 0.250 0.020
6990496 $271,855.63 95.00 33 0.250 0.020
6990497 $457,798.25 35.26 0.250 0.020
6990498 $293,594.01 80.00 0.250 0.020
6990499 $498,822.75 65.15 0.250 0.020
6990500 $233,858.24 87.31 33 0.250 0.020
6990501 $873,989.49 47.30 0.250 0.020
6990502 $342,926.19 78.18 0.250 0.020
6990504 $243,553.40 80.00 0.250 0.020
6990505 $236,466.75 69.10 0.250 0.020
6990507 $277,207.51 80.00 0.250 0.020
6990509 $221,812.16 80.00 0.250 0.020
6990510 $542,486.95 80.00 0.250 0.020
6990511 $270,445.30 95.00 33 0.250 0.020
6990512 $228,445.71 90.00 33 0.250 0.020
6990513 $240,567.33 89.99 33 0.250 0.020
6990514 $413,991.82 79.99 0.250 0.020
6990515 $268,619.06 90.00 33 0.250 0.020
6990516 $273,640.30 94.81 13 0.250 0.020
6990517 $302,442.23 90.00 13 0.250 0.020
6990518 $647,733.78 48.15 0.250 0.020
6990519 $394,519.72 79.80 0.250 0.020
6990520 $299,542.04 70.75 0.250 0.020
6990521 $214,585.85 89.21 33 0.250 0.020
6990522 $232,281.42 95.00 01 0.250 0.020
6990524 $235,284.74 90.00 13 0.250 0.020
6990525 $310,888.26 80.00 0.250 0.020
6990526 $224,588.16 91.84 33 0.250 0.020
6990527 $369,515.76 74.00 0.250 0.020
6990528 $233,858.24 90.00 33 0.250 0.020
6990529 $507,298.49 80.00 0.250 0.020
6990530 $274,120.94 90.00 01 0.250 0.020
6990531 $304,148.33 75.00 0.250 0.020
6990532 $459,712.65 75.00 0.250 0.020
6990534 $293,874.78 80.00 0.250 0.020
6990535 $233,472.99 85.00 33 0.250 0.020
6990536 $237,203.71 69.04 0.250 0.020
6990537 $329,527.79 44.59 0.250 0.020
6990538 $291,663.89 61.44 0.250 0.020
6990539 $359,573.37 80.00 0.250 0.020
6990540 $335,911.51 75.00 0.250 0.020
6990542 $299,803.75 80.00 0.250 0.020
6990545 $335,201.86 80.00 0.250 0.020
6990547 $394,494.52 58.96 0.250 0.020
6990549 $274,810.75 64.71 0.250 0.020
6990550 $242,863.77 90.00 01 0.250 0.020
6990551 $232,470.32 80.00 0.250 0.020
6990552 $215,716.46 90.00 12 0.250 0.020
6990553 $267,648.18 80.00 0.250 0.020
6990554 $251,526.83 80.00 0.250 0.020
6990555 $341,387.67 80.00 0.250 0.020
6990556 $237,344.64 95.00 17 0.250 0.020
6990557 $246,707.29 95.00 06 0.250 0.020
6990558 $258,926.59 85.00 13 0.250 0.020
6990559 $254,290.44 79.97 0.250 0.020
6990560 $217,009.94 75.00 0.250 0.020
6990561 $262,479.07 76.44 0.250 0.020
6990562 $222,029.58 90.00 13 0.250 0.020
6990563 $248,399.43 94.99 01 0.250 0.020
6990564 $269,794.69 75.00 0.250 0.020
6990565 $332,798.26 90.00 33 0.250 0.020
6990566 $605,186.10 70.00 0.250 0.020
6990567 $359,752.25 80.00 0.250 0.020
6990568 $339,799.26 59.65 0.250 0.020
6990569 $359,781.91 90.00 13 0.250 0.020
6990570 $271,642.93 80.00 0.250 0.020
6990572 $289,819.75 50.43 0.250 0.020
6990575 $423,486.61 75.00 0.250 0.020
6990577 $241,977.38 95.00 33 0.250 0.020
6990578 $344,301.91 90.00 33 0.250 0.020
6990579 $487,696.67 80.00 0.250 0.020
6990580 $244,794.24 95.00 33 0.250 0.020
6990581 $524,310.83 72.82 0.250 0.020
6990582 $349,528.74 51.55 0.250 0.020
6990583 $532,398.41 69.99 0.250 0.020
6990584 $262,045.19 80.00 0.250 0.020
6990585 $509,595.32 70.00 0.250 0.020
6990586 $256,356.20 95.00 33 0.250 0.020
6990587 $233,722.70 74.29 0.250 0.020
6990588 $259,842.49 76.47 0.250 0.020
6990589 $246,683.91 95.00 33 0.250 0.020
6990590 $285,833.74 90.00 13 0.250 0.020
6990591 $218,457.39 82.97 13 0.250 0.020
6990593 $221,573.24 90.00 33 0.250 0.020
6990596 $263,840.06 73.33 0.250 0.020
6990597 $229,453.59 80.00 0.250 0.020
6990598 $278,842.70 80.00 0.250 0.020
6990599 $236,912.92 95.00 33 0.250 0.020
6990602 $307,292.59 80.00 0.250 0.020
6990604 $259,612.87 78.79 0.250 0.020
6990605 $439,491.84 73.95 0.250 0.020
6990606 $223,871.12 88.19 33 0.250 0.020
6990607 $231,493.03 80.00 0.250 0.020
6990608 $279,816.83 76.71 0.250 0.020
6990610 $306,390.47 70.00 0.250 0.020
6990611 $275,705.54 79.60 0.250 0.020
6990612 $297,107.39 94.97 06 0.250 0.020
6990613 $220,765.18 94.98 11 0.250 0.020
6990616 $223,534.48 80.00 0.250 0.020
6990617 $218,696.54 79.98 0.250 0.020
6990618 $305,654.65 68.84 0.250 0.020
6990619 $245,538.07 78.85 0.250 0.020
6990620 $349,504.36 54.69 0.250 0.020
6990621 $252,474.21 89.72 06 0.250 0.020
6990622 $229,090.58 90.00 13 0.250 0.020
6990623 $217,664.62 90.00 01 0.250 0.020
6990624 $242,828.48 90.00 13 0.250 0.020
6990626 $284,616.27 77.03 0.250 0.020
6990628 $243,710.84 80.00 0.250 0.020
6990630 $347,608.36 80.00 0.250 0.020
6990631 $313,313.84 80.00 0.250 0.020
6990632 $297,215.15 63.74 0.250 0.020
6990633 $274,509.42 79.71 0.250 0.020
6990635 $298,814.15 79.73 0.250 0.020
6990636 $224,302.02 90.00 13 0.250 0.020
6990637 $311,016.27 80.00 0.250 0.020
6990638 $275,681.26 80.00 0.250 0.020
6990640 $234,511.62 60.57 0.250 0.020
6990654 $262,191.06 87.45 33 0.250 0.020
6990655 $342,203.00 80.00 0.250 0.020
6990656 $315,406.65 80.00 0.250 0.020
6990659 $215,839.69 88.16 33 0.250 0.020
6990661 $287,658.70 80.00 0.250 0.020
6990667 $245,476.62 90.00 13 0.250 0.020
6990668 $331,875.66 70.00 0.250 0.020
6990669 $223,590.01 80.00 0.250 0.020
6990670 $239,692.87 80.00 0.250 0.020
6990671 $276,096.91 89.99 11 0.250 0.020
6990672 $315,253.93 89.36 33 0.250 0.020
6990673 $224,860.14 93.36 01 0.250 0.020
6990676 $274,648.51 75.00 0.250 0.020
6990678 $315,541.12 80.00 0.250 0.020
6990680 $324,125.00 79.91 0.250 0.020
6990682 $333,622.03 53.11 0.250 0.020
6990683 $243,840.38 80.00 0.250 0.020
6990686 $230,888.69 80.00 0.250 0.020
6990690 $252,566.90 80.00 0.250 0.020
6990691 $247,365.97 61.73 0.250 0.020
6990692 $241,011.70 83.45 06 0.250 0.020
6990693 $403,463.10 80.00 0.250 0.020
6990694 $292,434.75 80.00 0.250 0.020
6990695 $224,726.41 90.00 06 0.250 0.020
6990696 $309,769.94 79.90 0.250 0.020
6990697 $260,674.41 90.00 06 0.250 0.020
6990698 $239,449.54 79.99 0.250 0.020
6990699 $248,329.54 49.50 0.250 0.020
6990711 $264,669.43 85.48 12 0.250 0.020
6990713 $224,845.15 54.88 0.250 0.020
6990714 $279,205.50 65.47 0.250 0.020
6990715 $231,553.12 79.18 0.250 0.020
6990716 $605,395.55 67.44 0.250 0.020
6990717 $399,763.84 80.00 0.250 0.020
6990718 $258,759.88 79.97 0.250 0.020
6990719 $215,762.33 90.00 13 0.250 0.020
6990721 $431,074.94 79.99 0.250 0.020
6990722 $177,378.45 74.99 0.250 0.020
6990723 $238,079.02 80.00 0.250 0.020
6990724 $249,848.54 66.67 0.250 0.020
6990728 $283,155.29 90.00 17 0.250 0.020
6990729 $383,767.37 74.56 0.250 0.020
6990730 $217,468.17 80.00 0.250 0.020
6990732 $224,704.64 76.27 0.250 0.020
6990736 $239,692.87 62.66 0.250 0.020
6990744 $379,169.64 70.37 0.250 0.020
6990755 $347,554.65 80.00 0.250 0.020
6990763 $344,547.03 79.86 0.250 0.020
6990769 $427,690.22 80.00 0.250 0.020
6990770 $288,206.49 80.00 0.250 0.020
6990772 $261,174.63 87.18 13 0.250 0.020
6990774 $237,256.17 89.99 01 0.250 0.020
6990775 $339,794.02 79.81 0.250 0.020
6990776 $237,671.34 79.33 0.250 0.020
6990777 $224,841.19 60.57 0.250 0.020
6990778 $299,585.73 40.27 0.250 0.020
6990780 $299,793.54 54.25 0.250 0.020
6990782 $282,200.68 80.00 0.250 0.020
6990783 $251,693.58 90.00 13 0.250 0.020
6990788 $236,276.81 95.00 13 0.250 0.020
6990791 $280,834.10 70.60 0.250 0.020
6990792 $313,904.77 90.00 11 0.250 0.020
6990793 $254,845.52 85.00 17 0.250 0.020
6990794 $254,689.95 75.00 0.250 0.020
6990795 $437,348.22 80.00 0.250 0.020
6990797 $309,802.32 67.39 0.250 0.020
6990802 $259,821.06 80.00 0.250 0.020
6990803 $249,703.73 79.62 0.250 0.020
6990806 $598,814.57 70.51 0.250 0.020
6990808 $599,232.17 29.70 0.250 0.020
6990809 $287,640.73 80.00 0.250 0.020
6990810 $239,850.82 73.85 0.250 0.020
6990811 $243,056.41 80.00 0.250 0.020
6990812 $243,286.84 80.00 0.250 0.020
6990813 $296,824.65 90.00 33 0.250 0.020
6990814 $239,722.83 75.00 0.250 0.020
6990816 $338,577.13 79.99 0.250 0.020
6990817 $419,732.18 52.57 0.250 0.020
6990818 $239,854.60 80.00 0.250 0.020
6990819 $309,926.20 90.00 33 0.250 0.020
6990820 $331,803.98 80.00 0.250 0.020
6990832 $281,560.66 79.99 0.250 0.020
6990833 $299,808.70 70.09 0.250 0.020
6990834 $263,635.45 75.43 0.250 0.020
6990937 $224,849.02 56.68 0.250 0.020
6990950 $264,685.95 49.53 0.250 0.020
6990956 $309,203.80 80.00 0.250 0.020
6990986 $273,833.40 53.92 0.250 0.020
6991000 $278,301.80 80.00 0.250 0.020
6991036 $279,830.37 67.63 0.250 0.020
6991037 $272,300.00 70.00 0.250 0.020
6991038 $389,731.61 57.78 0.250 0.020
6991056 $222,954.05 79.99 0.250 0.020
6991070 $268,792.82 80.00 0.250 0.020
6991107 $410,217.50 76.84 0.250 0.020
6991165 $259,846.50 80.00 0.250 0.020
6991199 $221,600.00 80.00 0.250 0.020
</TABLE>
$171,241,755.78
COUNT: 561
WAC: 8.1713
WAM: 357.3608
WALTV: 76.7374
<PAGE>
EXHIBIT F-2
NASCOR
NMI /
1996-1
20, 25, & 30 YEAR
FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
- ----- ---------------------- ----- -------- -------- -------- -------- ---------- -------- ----------
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>
3562182 NEW YORK NY 10030 LCO 8.375 8.105 $1,307.10 240 1-Jun-15
3563040 FORT WORTH TX 76132 SFD 9.000 8.730 $5,209.93 360 1-Apr-26
3565241 JENSEN BEACH FL 34957 SFD 8.000 7.730 $857.04 360 1-Mar-26
3568278 NAPERVILLE IL 60540 SFD 7.125 6.855 $1,515.87 360 1-Apr-26
3568957 SHIRLEY MA 01464 LCO 7.125 6.855 $639.60 360 1-Mar-25
3570187 SUMMERLAND KEY FL 33042 SFD 7.875 7.605 $2,305.72 360 1-Mar-26
3574193 JUPITER FL 33478 SFD 8.750 8.480 $846.69 360 1-May-26
3582062 LAKEWOOD NJ 08701 LCO 8.000 7.730 $587.02 360 1-Aug-25
3585551 HEWLETT NY 11557 SFD 7.750 7.480 $3,940.27 360 1-May-26
3586214 YARDLEY PA 19067 LCO 9.250 8.980 $554.49 360 1-May-25
3587305 EAST SETAUKET NY 11733 SFD 9.000 8.730 $2,040.53 360 1-Jul-25
3588612 WASHINGTON NJ 07853 SFD 7.500 7.230 $2,019.34 360 1-Jul-26
3594486 PRINCETON MA 01541 SFD 9.125 8.855 $1,165.13 360 1-Jun-25
3595042 LYSANDER NY 13027 SFD 8.625 8.355 $1,624.42 360 1-Jan-26
3596080 GLENDORA CA 91741 SFD 8.375 8.105 $1,793.77 360 1-Jun-25
3596457 TOWACO NJ 07082 SFD 7.875 7.605 $3,262.82 360 1-Apr-26
3596470 MESA AZ 85215 PUD 8.750 8.480 $892.91 360 1-Jun-25
3599515 MONARCH BEACH CA 92629 SFD 7.750 7.480 $2,422.91 360 1-Apr-26
3601238 LOS ANGELES CA 90046 SFD 8.625 8.355 $2,683.37 360 1-Mar-26
3601428 WAYNE PA 19087 SFD 8.375 8.105 $1,264.77 360 1-Jul-25
4447336 PALM COAST FL 32137 SFD 8.000 7.730 $497.79 360 1-Mar-26
4447567 TAHOMA CA 96141 SFD 8.250 7.980 $1,852.79 350 1-Jul-25
4448206 MARCO ISLAND FL 33937 SFD 9.125 8.855 $1,652.90 360 1-Apr-26
4450327 POST FALLS ID 83854 SFD 8.625 8.355 $976.13 360 1-Apr-26
4450376 BUENA PARK CA 90621 SFD 8.500 8.230 $1,906.91 360 1-Aug-25
4450761 ESTERO FL 33928 SFD 8.000 7.730 $405.04 360 1-May-26
4451648 HENDERSON NV 89014 SFD 7.750 7.480 $2,801.18 360 1-Feb-26
4452039 MESA AZ 85202 SFD 8.250 7.980 $590.88 360 1-Aug-25
4452449 PALM BEACH GARDENS FL 33418 SFD 8.000 7.730 $717.62 360 1-Mar-26
4452855 WATERFORD MI 48328 SFD 8.375 8.105 $1,520.15 360 1-Sep-25
4454966 SAN MATEO CA 94402 SFD 8.625 8.355 $1,773.36 360 1-Aug-25
4455001 WILMINGTON NC 28405 SFD 8.750 8.480 $2,832.13 360 1-Aug-25
4456267 WHITEHOUSE STATION NJ 08889 SFD 7.875 7.605 $2,204.22 360 1-Sep-25
4456572 HAVERHILL MA 01830 SFD 8.000 7.730 $510.71 360 1-Aug-25
4457396 LEHIGH ACRES FL 33936 SFD 8.750 8.480 $623.07 360 1-Apr-26
4458727 HOUSTON TX 77027 SFD 8.000 7.730 $3,191.88 360 1-May-26
4459493 CLINT TX 79836 SFD 8.000 7.730 $1,309.77 360 1-Mar-26
4459786 ATLANTA GA 30327 SFD 8.375 8.105 $2,654.17 360 1-Sep-25
4459837 KATONAH NY 10536 LCO 9.125 8.855 $1,269.27 360 1-Sep-25
4460723 BELLINGHAM MA 02019 SFD 8.750 8.480 $633.30 360 1-Sep-25
4461107 RANCHO PALOS VERDES CA 90274 SFD 7.625 7.355 $2,593.36 360 1-Feb-26
4462035 SYRACUSE NY 13215 SFD 8.000 7.730 $909.87 360 1-Apr-26
4462322 LONG VALLEY NJ 07853 SFD 8.125 7.855 $2,445.79 360 1-May-26
4462848 DANVILLE CA 94526 SFD 8.000 7.730 $2,076.56 360 1-Apr-26
4463337 VISTA CA 92084 SFD 8.625 8.355 $1,207.13 360 1-Sep-25
4464032 PLANTATION FL 33317 SFD 8.875 8.605 $1,145.73 360 1-Oct-25
4464525 LANOKA HARBOR NJ 08734 SFD 8.500 8.230 $1,257.18 360 1-Oct-25
4464876 MOUNT LAUREL NJ 08054 SFD 8.000 7.730 $2,190.29 360 1-Feb-26
4465009 HAMILTON NJ 08690 SFD 8.000 7.730 $1,209.98 360 1-Mar-26
4465354 CLEARWATER FL 34624 SFD 8.125 7.855 $660.82 360 1-Mar-26
4466581 METHUEN MA 01844 SFD 8.375 8.105 $1,368.14 360 1-Apr-26
4467054 PEEKSKILL NY 10566 LCO 7.625 7.355 $583.23 360 1-Apr-26
4467311 CHELTENHAM PA 19012 SFD 8.875 8.605 $553.77 360 1-Sep-25
4467315 YORKTOWN HEIGHTS NY 10598 SFD 8.000 7.730 $1,667.12 360 1-Jan-26
4467358 NAPLES FL 33942 SFD 8.875 8.605 $596.73 360 1-Apr-26
4467777 FRANKSVILLE WI 53126 SFD 8.125 7.855 $1,847.34 360 1-Jun-26
4468657 BATON ROUGE LA 70810 SFD 8.250 7.980 $1,891.69 360 1-May-26
4468701 CLARKS SUMMIT PA 18411 SFD 8.250 7.980 $1,641.52 360 1-Jan-26
4468974 SUFFOLK VA 23434 SFD 8.500 8.230 $1,230.27 360 1-Jan-26
4470026 POWAY CA 92064 SFD 8.625 8.355 $2,275.04 360 1-Oct-25
4470187 CORAL SPRINGS FL 33067 SFD 8.750 8.480 $1,073.06 360 1-Apr-26
4470567 KENT WA 98042 PUD 8.625 8.355 $2,327.54 360 1-Jan-26
4470944 LAKE FOREST IL 60045 SFD 7.875 7.605 $2,165.42 360 1-Jul-26
4471279 MAURICE RIVER NJ 08327 SFD 8.875 8.605 $1,030.37 360 1-Jun-26
4471397 CASTLE ROCK CO 80104 SFD 8.000 7.730 $1,614.29 360 1-May-26
4472143 CHAPEL HILL NC 27514 SFD 8.500 8.230 $1,168.75 360 1-May-26
4472213 UPPER FREEHOLD NJ 08501 SFD 7.750 7.480 $1,791.04 360 1-Apr-26
4472332 BASKING RIDGE NJ 07920 SFD 8.375 8.105 $2,926.28 360 1-Jun-26
4472754 GLENCOE MO 63038 SFD 8.250 7.980 $1,960.06 360 1-Apr-26
4472955 WHITING NJ 08759 SFD 8.500 8.230 $599.76 360 1-Nov-25
4473256 GLOUCESTER NJ 08012 LCO 7.875 7.605 $524.59 360 1-Apr-26
4473553 COROLLA NC 27927 SFD 8.375 8.105 $2,124.41 360 1-Jun-26
4473582 RANCHO SANTA MARGARITA CA 92688 SFD 8.500 8.230 $1,414.03 360 1-Dec-25
4473586 LAGUNA HILLS CA 92656 LCO 8.625 8.355 $707.79 360 1-Nov-25
4473665 PLYMOUTH MN 55447 SFD 8.375 8.105 $2,045.36 360 1-Apr-26
4474261 BOYNTON BEACH FL 33436 PUD 8.875 8.605 $2,077.59 360 1-May-26
4474614 PEAPACK-GLADSTONE NJ 07934 SFD 8.375 8.105 $1,791.88 360 1-Nov-25
4475569 BOYNTON BEACH FL 33436 SFD 8.750 8.480 $793.79 360 1-Apr-26
4475888 POTOMAC MD 20854 SFD 8.000 7.730 $2,028.50 360 1-Jan-26
4475924 BAYSIDE NY 11360 LCO 8.500 8.230 $891.94 360 1-Nov-25
4476069 GLENDALE AZ 85308 SFD 8.625 8.355 $855.57 360 1-Apr-26
4477970 ASHLAND MA 01721 SFD 8.500 8.230 $1,886.91 360 1-Mar-26
4478435 WAYNE NJ 07470 SFD 8.875 8.605 $1,723.37 360 1-Dec-25
4478518 UNION BRIDGE MD 21791 SFD 9.000 8.730 $2,446.06 360 1-Jul-26
4478782 MONTCLAIR NJ 07043 SFD 8.250 7.980 $2,253.80 360 1-Feb-26
4478817 CAPE CORAL FL 33914 SFD 8.125 7.855 $482.62 360 1-Apr-26
4479155 CHAPPAQUA NY 10514 SFD 8.500 8.230 $3,460.12 360 1-Mar-26
4479237 LOS ALTOS CA 94022 SFD 7.750 7.480 $1,791.04 360 1-Apr-26
4479995 MANORVILLE NY 11949 SFD 7.375 7.105 $1,760.88 360 1-May-26
4480037 FARMINGDALE NJ 07727 SFD 7.750 7.480 $1,719.39 360 1-Jun-26
4480063 HENDERSON NV 89014 SFD 8.375 8.105 $1,877.38 360 1-Jan-26
4480484 BAITING HOLLOW NY 11933 LCO 9.250 8.980 $678.71 360 1-May-26
4480540 BRONX NY 10464 SFD 8.500 8.230 $1,153.38 360 1-Dec-25
4480600 ANAHEIM CA 92807 SFD 8.500 8.230 $1,599.35 360 1-Nov-25
4481204 REHOBOTH DE 19971 SFD 8.000 7.730 $3,463.37 360 1-Apr-26
4481349 BRENTWOOD TN 37027 SFD 7.750 7.480 $2,170.73 360 1-Jul-25
4481350 KNOXVILLE TN 37919 SFD 7.750 7.480 $2,779.68 360 1-Jul-25
4481470 RYE NY 10580 SFD 7.750 7.480 $1,640.59 360 1-Apr-26
4481601 DIAMOND BAR CA 91765 SFD 8.750 8.480 $1,770.08 360 1-Nov-25
4481614 SAN RAFAEL CA 94903 SFD 7.000 6.730 $1,871.17 360 1-May-26
4481684 ENGLEWOOD NJ 07631 SFD 8.375 8.105 $2,508.24 360 1-Dec-25
4481722 MANSFIELD CT 06250 SFD 8.250 7.980 $593.50 360 1-Feb-26
4482272 BLOOMFIELD HILLS MI 48302 LCO 7.750 7.480 $2,134.91 360 1-Apr-26
4482625 NEWTOWN PA 18940 SFD 7.750 7.480 $723.58 360 1-Jan-26
4482951 MORGANVILLE NJ 07751 SFD 7.750 7.480 $1,074.62 360 1-Mar-26
4482974 NEW ROCHELLE NY 10801 SFD 8.500 8.230 $1,826.17 360 1-Jan-26
4483271 GLENDALE CA 91208 SFD 7.500 7.230 $1,760.63 360 1-Apr-26
4483488 FUQUAY-VARINA NC 27526 SFD 7.500 7.230 $2,097.65 360 1-Apr-26
4483721 EAST HAMPTON NY 11937 SFD 8.750 8.480 $2,088.69 360 1-Apr-26
4483744 ESCONDIDO CA 92025 SFD 8.500 8.230 $1,935.74 360 1-Dec-25
4484030 SMYRNA GA 30080 SFD 7.625 7.355 $1,562.81 360 1-Apr-26
4484042 BERKELEY HEIGHTS NJ 07922 SFD 7.125 6.855 $1,179.01 360 1-Feb-26
4484143 JACKSON NJ 08527 SFD 8.625 8.355 $1,825.09 360 1-Jan-26
4484159 STOW OH 44224 SFD 8.750 8.480 $1,680.79 360 1-Dec-25
4484164 SCARSDALE NY 10583 SFD 8.625 8.355 $2,327.54 360 1-Jan-26
4484251 IRVINE CA 92714 SFD 8.750 8.480 $708.04 360 1-Jun-26
4484382 WHEATON IL 60187 SFD 8.000 7.730 $2,059.68 360 1-Apr-26
4484463 SCARSDALE NY 10583 SFD 7.000 6.730 $1,691.20 360 1-Apr-26
4484644 MANHATTAN BEACH CA 90266 SFD 7.375 7.105 $2,221.91 360 1-Apr-26
4485569 MENDHAM NJ 07945 SFD 7.750 7.480 $1,611.93 360 1-Mar-26
4485689 MEMPHIS TN 38103 SFD 8.000 7.730 $2,370.06 360 1-May-26
4485762 MALVERN PA 19355 SFD 7.125 6.855 $1,684.30 360 1-May-26
4485824 WADING RIVER NY 11792 SFD 8.750 8.480 $534.17 360 1-Feb-26
4485933 DALLAS TX 75225 SFD 7.875 7.605 $2,320.23 360 1-Apr-26
4486193 FT MYERS FL 33912 SFD 9.000 8.730 $868.99 360 1-May-26
4486969 SCARSDALE NY 10583 SFD 9.500 9.230 $1,778.41 360 1-Apr-26
4487011 SAGAPONACK NY 11962 SFD 7.625 7.355 $2,450.03 360 1-May-26
4487097 KATONAH NY 10536 SFD 7.500 7.230 $1,678.12 360 1-Apr-26
4487828 RIDGEFIELD CT 06877 SFD 7.625 7.355 $1,946.44 360 1-May-26
4488372 MAHWAH NJ 07430 SFD 8.875 8.605 $1,889.66 360 1-Jan-26
4488604 CAROLINA BEACH NC 28428 SFD 8.250 7.980 $826.40 360 1-Jan-26
4488822 CONCORD MA 01742 SFD 8.500 8.230 $1,680.08 360 1-Jan-26
4488898 EUGENE OR 97405 SFD 8.375 8.105 $1,678.62 360 1-Jan-26
4489060 IRVINE CA 92714 LCO 8.500 8.230 $1,986.88 360 1-Jan-26
4489086 AUSTIN TX 78730 SFD 7.750 7.480 $2,249.54 360 1-Jun-26
4489335 SAN JOSE CA 95126 SFD 8.750 8.480 $3,437.88 360 1-Jun-26
4489905 BOSTON MA 02118 LCO 8.625 8.355 $950.85 360 1-Jan-26
4489916 NORTH FALMOUTH MA 02556 SFD 7.750 7.480 $2,536.10 360 1-Apr-26
4489931 MANSFIELD MA 02048 SFD 7.875 7.605 $909.24 360 1-Jan-26
4490076 PLANO TX 75025 SFD 8.625 8.355 $2,046.76 360 1-May-26
4490219 NEPTUNE NJ 07753 SFD 8.750 8.480 $786.71 360 1-Jan-26
4490260 HIGHLANDS RANCH CO 80126 SFD 7.125 6.855 $1,957.16 360 1-Mar-26
4490353 SEAFORD NY 11783 SFD 8.500 8.230 $1,153.38 360 1-Feb-26
4490434 MONTCLAIR NJ 07042 SFD 7.375 7.105 $2,348.30 360 1-May-26
4490475 COMMACK NY 11725 SFD 8.375 8.105 $1,520.15 360 1-Apr-26
4490477 HOOVER AL 35244 SFD 8.250 7.980 $1,683.59 360 1-Jan-26
4490578 LOS ANGELES CA 90035 SFD 7.875 7.605 $1,812.68 360 1-Apr-26
4490720 MOUNTAIN LAKES NJ 07046 SFD 7.250 6.980 $2,728.71 360 1-May-26
4490741 INTERLAKEN NJ 07712 SFD 8.500 8.230 $1,045.73 360 1-Jan-26
4490873 HAVERHILL MA 01832 SFD 8.250 7.980 $509.74 360 1-Jan-26
4490879 COLORADO SPRINGS CO 80921 SFD 7.875 7.605 $2,486.99 360 1-Jan-26
4490919 ANAHEIM CA 92808 SFD 7.625 7.355 $1,727.02 360 1-Apr-26
4490990 CHATHAM NJ 07928 SFD 7.375 7.105 $2,541.69 360 1-Apr-26
4491116 CHATHAM NJ 07928 SFD 7.250 6.980 $2,039.71 360 1-May-26
4491159 SOUTHAMPTON NY 11968 SFD 7.750 7.480 $1,730.14 360 1-Mar-26
4491330 LOS ANGELES CA 90068 SFD 7.875 7.605 $2,407.24 360 1-Apr-26
4491351 VENICE CA 90291 SFD 7.625 7.355 $2,537.45 360 1-Apr-26
4492040 MOUNT VERNON NY 10552 SFD 7.375 7.105 $1,623.09 360 1-Apr-26
4492055 VIENNA VA 22182 SFD 8.000 7.730 $1,907.79 360 1-Jun-26
4492479 GLENDALE CA 91206 SFD 8.875 8.605 $1,400.34 360 1-Dec-25
4492527 BOXFORD MA 01921 SFD 7.375 7.105 $2,400.10 360 1-Apr-26
4492624 DARIEN IL 60561 SFD 7.500 7.230 $2,495.85 360 1-Apr-26
4492992 DOVER MA 02030 SFD 7.250 6.980 $2,442.20 360 1-Jun-26
4493041 WILLIS TX 77378 SFD 8.250 7.980 $563.45 360 1-May-26
4493081 FOOTHILL RANCH CA 92610 SFD 8.125 7.855 $1,911.56 360 1-Jan-26
4493312 LAKE FOREST CA 92630 SFD 8.500 8.230 $2,302.90 360 1-Jan-26
4493338 TAHOE CITY CA 96145 SFD 8.000 7.730 $1,797.72 360 1-Feb-26
4493556 NANTUCKET MA 02584 SFD 8.000 7.730 $1,816.07 360 1-Apr-26
4493572 PHOENIX AZ 85331 SFD 8.125 7.855 $885.80 360 1-Jan-26
4493669 BURBANK CA 91501 SFD 7.000 6.730 $2,049.14 360 1-Apr-26
4493738 EAST NORWICH NY 11732 SFD 7.875 7.605 $1,322.53 360 1-May-26
4493927 NEW MILFORD CT 06776 SFD 8.500 8.230 $1,213.73 360 1-Mar-26
4494205 VALENCIA CA 91354 SFD 7.125 6.855 $1,966.93 360 1-May-26
4494239 SATELLITE BEACH FL 32937 SFD 8.375 8.105 $1,368.13 360 1-Jan-26
4494357 PACIFIC PALISADES CA 90272 SFD 8.500 8.230 $3,014.14 360 1-Jan-26
4494378 BOCA RATON FL 33498 SFD 9.000 8.730 $1,867.61 360 1-Apr-26
4494425 LOVELAND CO 80537 SFD 7.375 7.105 $462.76 360 1-Apr-26
4494483 NEWPORT COAST CA 92657 PUD 8.125 7.855 $965.25 360 1-May-26
4494790 NEWARK OH 43055 SFD 8.375 8.105 $1,769.07 360 1-Feb-26
4494954 HENDERSON NV 89014 SFD 7.750 7.480 $2,170.73 360 1-Mar-26
4495013 LOS ANGELES CA 90049 SFD 7.500 7.230 $2,055.70 360 1-May-26
4495051 NORTH HOLLYWOOD CA 91602 SFD 8.125 7.855 $1,054.35 360 1-Jan-26
4495074 WEST SENECA NY 14224 SFD 8.250 7.980 $416.95 360 1-Mar-26
4495099 MERRITT ISLAND FL 32952 SFD 8.500 8.230 $952.68 360 1-Feb-26
4495125 LIDO BEACH NY 11561 LCO 7.625 7.355 $792.73 360 1-Apr-26
4495266 EL CAJON CA 92020 SFD 7.875 7.605 $2,178.84 360 1-Feb-26
4495360 WESLEY CHAPEL FL 33543 SFD 8.000 7.730 $2,105.91 360 1-Jun-26
4495372 SOMERS NY 10589 SFD 7.500 7.230 $1,887.88 360 1-Apr-26
4495481 GEORGETOWN TX 78628 SFD 7.750 7.480 $859.70 360 1-Jun-26
4495589 SAN DIEGO CA 92130 SFD 8.250 7.980 $3,739.43 360 1-Jun-26
4495630 ST. JAMES NY 11780 SFD 8.750 8.480 $881.10 360 1-Jun-26
4495631 KRUM TX 76249 SFD 8.250 7.980 $676.14 360 1-Apr-26
4495721 MARGATE CITY NJ 08402 SFD 7.375 7.105 $934.49 360 1-May-26
4495858 WESTON CT 06883 SFD 7.625 7.355 $2,208.32 360 1-Feb-26
4495870 OAKLAND CA 94602 SFD 8.125 7.855 $2,762.09 360 1-Jan-26
4495891 FREMONT CA 94555 SFD 7.375 7.105 $1,537.45 360 1-Apr-26
4495900 REISTERSTOWN MD 21136 SFD 8.250 7.980 $1,217.06 360 1-Mar-26
4495937 BROOKLINE MA 02146 SFD 7.625 7.355 $2,696.70 360 1-Apr-26
4496064 SEBASTOPOL CA 95472 SFD 7.500 7.230 $2,201.83 360 1-Apr-26
4496073 WALLOON LAKE MI 49796 SFD 8.375 8.105 $2,793.27 360 1-Feb-26
4496197 LIVERMORE CA 94550 SFD 7.375 7.105 $1,707.35 360 1-Apr-26
4496248 SILVER SPRING MD 20906 SFD 8.000 7.730 $3,155.19 360 1-May-26
4496306 ARLINGTON VA 22207 SFD 7.750 7.480 $2,245.96 360 1-Apr-26
4496307 ACCOKEEK MD 20607 SFD 7.625 7.355 $1,748.26 360 1-May-26
4496349 REDWOOD CITY CA 94065 SFD 7.375 7.105 $1,579.92 360 1-Apr-26
4496387 WENONAH NJ 08090 SFD 8.375 8.105 $2,812.27 360 1-Jul-26
4496417 COLLEGEVILLE PA 19426 SFD 7.750 7.480 $2,507.45 360 1-Mar-26
4496450 SAN JOSE CA 95117 SFD 8.000 7.730 $2,061.88 360 1-Jan-26
4496521 VALLEJO CA 94591 SFD 7.250 6.980 $1,446.22 360 1-Apr-26
4496730 FORT WORTH TX 76108 SFD 7.250 6.980 $1,486.47 360 1-Feb-26
4496819 GLEN COVE NY 11542 SFD 7.375 7.105 $2,034.04 360 1-Apr-26
4496908 UNIVERSITY PARK TX 75205 SFD 7.500 7.230 $1,757.13 360 1-Jun-26
4496977 CUMBERLAND RI 02864 SFD 7.000 6.730 $723.52 360 1-Apr-26
4497002 BRIGANTINE NJ 08203 LCO 7.875 7.605 $429.61 360 1-Mar-26
4497009 THOUSAND OAKS CA 91360 SFD 7.750 7.480 $1,998.80 360 1-Apr-26
4497025 EAST HARWICH MA 02645 SFD 8.625 8.355 $1,166.69 360 1-Jun-26
4497100 CONCORD CA 94518 SFD 8.125 7.855 $2,375.99 360 1-Jan-26
4497138 BRENTWOOD CA 94513 SFD 7.625 7.355 $2,683.25 360 1-Feb-26
4497270 LAS VEGAS NV 89113 SFD 7.125 6.855 $1,768.52 360 1-Apr-26
4497485 PLEASANT VALLEY NY 12569 SFD 8.375 8.105 $583.74 360 1-Mar-26
4497547 CONCORD CA 94521 SFD 7.500 7.230 $1,489.33 360 1-Apr-26
4497559 MASSAPEQUA NY 11762 SFD 7.750 7.480 $1,325.36 360 1-Feb-26
4497642 LAKE SUCCESS NY 11020 SFD 7.750 7.480 $3,094.91 360 1-Apr-26
4497643 RIVERSIDE IL 60546 SFD 7.500 7.230 $2,139.60 360 1-Apr-26
4497655 MOUNTAIN VIEW CA 94041 SFD 7.750 7.480 $1,837.60 360 1-Apr-26
4497791 HOUSTON TX 77056 SFD 7.125 6.855 $3,537.03 360 1-Apr-26
4497835 SCARSDALE NY 10583 SFD 7.250 6.980 $2,554.07 360 1-Apr-26
4497955 LA JOLLA CA 92037 SFD 7.250 6.980 $2,331.00 360 1-Mar-26
4498037 NEW ROCHELLE NY 10804 SFD 7.250 6.980 $2,783.28 360 1-Apr-26
4498193 NOVATO CA 94947 SFD 6.875 6.605 $1,734.30 360 1-Apr-26
4498204 UNIVERSITY PARK TX 75205 SFD 8.000 7.730 $2,110.31 360 1-Jan-26
4498342 WOODSTOCK NY 12498 SFD 8.250 7.980 $631.07 360 1-Apr-26
4498347 RIDGEFIELD CT 06877 SFD 7.500 7.230 $2,027.73 360 1-Apr-26
4498366 SANIBEL FL 33957 SFD 7.625 7.355 $2,336.43 360 1-May-26
4498393 CYPRESS TX 77429 SFD 7.375 7.105 $1,771.59 360 1-Apr-26
4498545 LAGUNA BEACH CA 92561 SFD 7.375 7.105 $2,469.17 360 1-May-26
4498650 SAN JUAN CAPISTRANO CA 92675 SFD 7.500 7.230 $2,405.30 360 1-Apr-26
4498681 EL PASO TX 79922 SFD 7.375 7.105 $985.60 360 1-Apr-26
4498760 CLIVE IA 50325 SFD 7.500 7.230 $1,538.28 360 1-Apr-26
4498768 LONG BEACH NY 11561 SFD 7.500 7.230 $1,594.21 360 1-Apr-26
4498894 CHAPPAQUA NY 10514 SFD 8.375 8.105 $2,565.25 360 1-Jun-26
4498941 CHANDLER AZ 85226 SFD 7.875 7.605 $1,664.04 360 1-Feb-26
4499025 MILLTOWN NJ 08850 SFD 8.875 8.605 $827.48 360 1-Apr-26
4499044 LAYTON UT 84040 SFD 7.500 7.230 $1,643.16 360 1-Apr-26
4499116 LOS ANGELES CA 90066 SFD 7.625 7.355 $1,585.46 360 1-Mar-26
4499299 RONKONKOMA NY 11779 SFD 8.250 7.980 $563.45 360 1-Apr-26
4499337 ANNAPOLIS MD 21403 SFD 7.250 6.980 $1,596.30 360 1-Apr-26
4499349 SHELTER ISLAND NY 11964 SFD 8.750 8.480 $3,304.14 360 1-Apr-26
4499422 THOUSAND OAKS CA 91361 SFD 7.500 7.230 $2,011.65 360 1-May-26
4499546 LEBANON NJ 08833 SFD 7.000 6.730 $1,350.57 360 1-Apr-26
4499556 GLEN HEAD NY 11545 SFD 7.000 6.730 $1,853.87 360 1-Apr-26
4499587 BETHESDA MD 20816 SFD 7.500 7.230 $3,875.40 360 1-Apr-26
4499648 GREAT NECK NY 11021 SFD 8.250 7.980 $3,005.07 360 1-Jun-26
4499767 STEWARTSVILLE NJ 08886 SFD 7.875 7.605 $1,955.52 360 1-Apr-26
4499772 DANVILLE CA 94526 SFD 7.250 6.980 $2,387.62 360 1-May-26
4499848 LA CANADA FLINTRIDGE CA 91011 SFD 7.250 6.980 $2,010.38 360 1-May-26
4499856 PLYMPTON MA 02367 SFD 7.750 7.480 $1,708.65 360 1-Apr-26
4499859 MAMARONECK NY 10543 SFD 7.125 6.855 $1,589.98 360 1-May-26
4499918 WESTLAKE VILLAGE CA 91362 SFD 7.500 7.230 $3,677.87 360 1-Jun-26
4499983 WILLIAMS ISLAND FL 33160 HCO 7.750 7.480 $3,259.68 360 1-May-26
4500145 LITTLETON CO 80122 SFD 7.375 7.105 $1,905.58 360 1-Apr-26
4500162 FIRE ISLAND PINES NY 11782 SFD 7.250 6.980 $2,208.89 360 1-Apr-26
4500173 EAST HAMPTON NY 11937 SFD 7.500 7.230 $1,748.04 360 1-May-26
4500206 BALTIMORE MD 21244 SFD 8.125 7.855 $534.60 360 1-Feb-26
4500250 MOORESTOWN NJ 08057 SFD 7.375 7.105 $1,825.11 360 1-Apr-26
4500304 ROXBURY CT 06783 SFD 7.750 7.480 $3,152.22 360 1-Jun-26
4500316 WHITEHOUSE NJ 08888 SFD 7.125 6.855 $1,650.62 360 1-Apr-26
4500324 WESTHAMPTON NY 11977 SFD 8.250 7.980 $2,441.62 360 1-Apr-26
4500396 FAIRFIELD CT 06430 SFD 7.625 7.355 $2,131.88 360 1-Apr-26
4500419 MARPLE PA 19008 SFD 7.375 7.105 $2,734.39 360 1-Apr-26
4500431 KEY LARGO FL 33037 LCO 7.250 6.980 $2,114.75 360 1-Apr-26
4500435 ASTORIA NY 11102 MF2 7.000 6.730 $1,936.04 360 1-May-26
4500461 ROSLYN NY 11576 SFD 7.375 7.105 $2,486.44 360 1-Jun-26
4500496 RIVERVIEW FL 33569 SFD 6.875 6.605 $573.18 360 1-Apr-26
4500554 LAFAYETTE CA 94549 SFD 7.250 6.980 $2,455.84 360 1-Apr-26
4500583 LYME CT 06377 SFD 8.250 7.980 $976.65 360 1-Feb-26
4500731 FREMONT CA 94583 SFD 8.250 7.980 $1,682.84 360 1-Feb-26
4500789 SAN CLEMENTE CA 92672 SFD 7.500 7.230 $1,789.99 360 1-Apr-26
4500811 STERLING VA 20165 SFD 7.500 7.230 $1,878.79 360 1-Apr-26
4500850 SHERMAN OAKS CA 91403 SFD 7.500 7.230 $1,957.81 360 1-May-26
4500860 MANHATTAN BEACH CA 90266 SFD 7.375 7.105 $2,968.18 360 1-Apr-26
4500893 HONOLULU HI 96813 SFD 7.125 6.855 $2,951.23 360 1-Apr-26
4500924 LA VERNE CA 91750 SFD 7.375 7.105 $1,911.79 360 1-Apr-26
4501041 GARDEN CITY SC 29576 SFD 8.625 8.355 $2,722.27 360 1-Apr-26
4501115 VOORHEES NJ 08043 SFD 7.500 7.230 $2,548.64 360 1-Apr-26
4501120 ATLANTA GA 30326 LCO 7.500 7.230 $2,045.91 360 1-Mar-26
4501122 ALPHARETTA GA 30202 SFD 7.375 7.105 $2,427.04 360 1-Apr-26
4501235 TEMECULA CA 92592 SFD 7.500 7.230 $2,447.26 360 1-Apr-26
4501241 PEWAUKEE WI 53072 SFD 7.375 7.105 $1,657.63 360 1-May-26
4501306 STONY BROOK NY 11790 SFD 7.375 7.105 $1,673.51 360 1-Apr-26
4501350 CUPERTINO CA 95014 SFD 7.875 7.605 $3,190.31 360 1-Feb-26
4501395 TENAFLY NJ 07670 SFD 7.125 6.855 $2,425.39 360 1-Apr-26
4501408 THOUSAND OAKS CA 91362 SFD 7.500 7.230 $1,940.33 360 1-May-26
4501425 WAYLAND MA 01778 SFD 7.500 7.230 $2,013.74 360 1-Apr-26
4501492 CANYON LAKE CA 92587 SFD 7.625 7.355 $1,627.58 360 1-May-26
4501503 HIGHLANDS RANCH CO 80126 SFD 8.000 7.730 $1,598.14 360 1-Apr-26
4501517 AGOURA HILLS CA 91301 SFD 7.375 7.105 $1,491.86 360 1-Apr-26
4501559 INDIAN SHORES FL 34635 HCO 8.125 7.855 $445.50 360 1-Mar-26
4501632 LONG BEACH CA 90803 SFD 7.500 7.230 $1,885.78 360 1-Mar-26
4501649 CHINO HILLS CA 91709 SFD 7.875 7.605 $1,776.42 360 1-Apr-26
4501655 LA CRESCENTA CA 91214 SFD 8.250 7.980 $1,659.18 360 1-Jan-26
4501665 BALTIMORE MD 21212 SFD 8.125 7.855 $3,823.86 360 1-Mar-26
4501686 LONG BEACH CA 90815 SFD 8.000 7.730 $1,638.13 360 1-Jan-26
4501697 LOS OSOS CA 93402 SFD 8.000 7.730 $1,218.05 360 1-Apr-26
4501698 SETAUKET NY 11733 SFD 7.500 7.230 $2,352.86 360 1-Jun-26
4501707 MILPITAS CA 95035 SFD 8.250 7.980 $2,223.75 360 1-Apr-26
4501738 MANHASSET NY 11030 SFD 7.500 7.230 $2,791.27 360 1-May-26
4501747 AUSTIN TX 78759 SFD 7.875 7.605 $1,790.93 360 1-Feb-26
4501755 ORANGE CA 92667 SFD 8.875 8.605 $2,947.87 360 1-Jan-26
4501769 NEW YORK NY 10003 HCO 7.375 7.105 $2,707.45 360 1-Apr-26
4501805 MANHATTAN BEACH CA 90266 SFD 7.625 7.355 $2,478.34 360 1-May-26
4501808 WOODLAND HILLS CA 91367 SFD 7.500 7.230 $2,545.15 360 1-Apr-26
4501815 YUCCA VALLEY CA 92284 SFD 7.500 7.230 $278.29 360 1-Apr-26
4501841 BIG SKY MT 59716 LCO 7.250 6.980 $1,688.39 360 1-Apr-26
4501842 MOORPARK CA 93021 SFD 6.875 6.605 $1,857.80 360 1-Apr-26
4501874 PRINCETON JUNCTION NJ 08550 SFD 7.250 6.980 $1,644.05 360 1-Apr-26
4501957 BEDFORD MA 01730 SFD 7.000 6.730 $1,510.24 360 1-Apr-26
4501982 FREDERICK MD 21702 SFD 8.000 7.730 $1,977.50 360 1-Apr-26
4501998 LOS ANGELES CA 90064 SFD 8.250 7.980 $2,990.42 360 1-Feb-26
4502001 SAN FRANCISCO CA 94114 SFD 7.375 7.105 $2,065.12 360 1-Apr-26
4502003 MIAMI FL 33175 SFD 8.750 8.480 $1,685.12 360 1-May-26
4502045 PALO ALTO CA 94303 SFD 7.500 7.230 $2,359.85 360 1-Apr-26
4502110 CUMBERLAND MD 21502 SFD 7.500 7.230 $1,776.01 360 1-Apr-26
4502118 WOODBURY NY 11797 SFD 9.000 8.730 $2,196.62 360 1-Apr-26
4502122 LAGUNA BEACH CA 92677 SFD 7.250 6.980 $2,251.19 360 1-Apr-26
4502171 WESTON CT 06883 SFD 7.500 7.230 $1,769.02 360 1-Apr-26
4502173 CAYUCOS CA 93430 SFD 8.250 7.980 $1,645.27 360 1-Feb-26
4502177 NORTH BETHESDA MD 20852 SFD 7.500 7.230 $1,592.11 360 1-Feb-26
4502220 CALABASAS CA 91302 SFD 7.250 6.980 $3,581.43 360 1-Apr-26
4502278 PHOENIX AZ 85048 SFD 7.750 7.480 $1,882.52 357 1-Jan-26
4502286 AURORA CO 80013 SFD 8.250 7.980 $728.73 360 1-Feb-26
4502288 HIGHLAND PARK TX 75205 SFD 7.250 6.980 $2,341.23 360 1-Jun-26
4502305 ESSEX FELLS NJ 07021 SFD 7.000 6.730 $1,729.79 360 1-Apr-26
4502308 NEWNAN GA 30265 SFD 7.000 6.730 $1,468.99 360 1-Apr-26
4502337 AIEA HI 96701 SFD 7.875 7.605 $3,262.81 360 1-Apr-26
4502357 SOLVANG CA 93463 SFD 8.875 8.605 $3,341.71 360 1-Apr-26
4502369 UNION CITY CA 94587 PUD 8.125 7.855 $1,715.17 360 1-Mar-26
4502376 HICKSVILLE NY 11801 SFD 8.000 7.730 $770.46 360 1-Apr-26
4502384 MORENO VALLEY CA 92557 SFD 8.375 8.105 $627.06 360 1-Mar-26
4502398 SPARTA NJ 07871 SFD 7.375 7.105 $1,803.01 360 1-Apr-26
4502400 CARVER MA 02330 SFD 8.000 7.730 $513.64 360 1-Mar-26
4502462 EASTON PA 18042 SFD 7.875 7.605 $1,988.83 240 1-May-16
4502473 GREAT FALLS VA 22066 SFD 7.250 6.980 $2,960.65 360 1-Apr-26
4502478 SURFSIDE BEACH SC 29575 LCO 7.875 7.605 $657.64 360 1-Apr-26
4502543 BOCA RATON FL 33496 SFD 7.375 7.105 $2,873.21 360 1-Apr-26
4502564 GARDEN CITY NY 11530 SFD 7.000 6.730 $2,116.57 240 1-Apr-16
4502576 FRANKLIN LAKES NJ 07417 SFD 7.375 7.105 $1,823.73 360 1-Apr-26
4502611 TRABUCO CANYON CA 92678 SFD 7.500 7.230 $2,142.39 360 1-Mar-26
4502637 RUMSON NJ 07760 SFD 7.375 7.105 $1,160.33 360 1-Mar-26
4502650 TUSTIN CA 92680 SFD 7.875 7.605 $1,712.25 360 1-Mar-26
4502662 BRENTWOOD CA 94513 SFD 7.000 6.730 $2,288.65 360 1-Apr-26
4502679 CORTLANDT MANOR NY 10566 SFD 7.125 6.855 $830.03 360 1-May-26
4502697 RUMSEY CA 95679 SFD 8.250 7.980 $540.92 360 1-Feb-26
4502735 DENVER NC 28037 SFD 7.375 7.105 $2,066.74 240 1-Apr-16
4502752 AGOURA CA 91301 SFD 8.125 7.855 $1,859.96 360 1-May-26
4502757 WELLESLEY MA 02181 SFD 7.500 7.230 $3,041.59 360 1-Apr-26
4502818 WESTPORT CT 06880 SFD 7.500 7.230 $2,685.34 360 1-Apr-26
4502930 FAIRFIELD CT 06430 SFD 8.875 8.605 $3,107.79 360 1-Jul-26
4502995 RIDGEFIELD CT 06877 SFD 7.625 7.355 $3,538.97 360 1-Mar-26
4502997 HUNTINGTON BEACH CA 92646 SFD 8.250 7.980 $1,803.04 360 1-Mar-26
4503012 REDWOOD CITY CA 94062 SFD 8.250 7.980 $2,817.25 360 1-Jun-26
4503032 SAN DIEGO CA 92107 SFD 7.125 6.855 $1,515.87 360 1-Mar-26
4503040 ELMONT NY 11003 SFD 8.375 8.105 $1,185.72 360 1-Apr-26
4503060 AGOURA HILLS CA 91301 SFD 7.500 7.230 $1,772.51 360 1-Apr-26
4503062 GILBERT AZ 85233 PUD 8.250 7.980 $650.60 360 1-Mar-26
4503064 SAN DIEGO CA 92124 SFD 7.750 7.480 $1,808.23 360 1-Apr-26
4503066 MIDDLETOWN NJ 07748 SFD 7.750 7.480 $2,139.21 360 1-Apr-26
4503091 ERIE CO 80516 SFD 7.875 7.605 $1,892.44 360 1-Apr-26
4503150 SAN DIMAS CA 91773 SFD 8.750 8.480 $2,442.71 360 1-Jun-26
4503179 SOUTH PLAINFIELD NJ 07080 SFD 7.500 7.230 $1,562.75 360 1-Apr-26
4503185 THOUSAND OAKS CA 91361 SFD 7.250 6.980 $1,975.59 360 1-Apr-26
4503201 NOVI MI 48167 SFD 8.250 7.980 $1,870.66 360 1-Apr-26
4503216 ATLANTA GA 30324 SFD 8.500 8.230 $946.54 360 1-Feb-26
4503222 MOUNT VERNON NY 10552 SFD 8.250 7.980 $1,616.73 360 1-Jun-26
4503229 THOUSAND OAKS CA 91360 SFD 7.500 7.230 $3,281.42 360 1-May-26
4503232 CHANDLER AZ 85249 SFD 7.250 6.980 $2,476.30 360 1-Apr-26
4503234 BOCA RATON FL 33498 SFD 8.000 7.730 $2,159.47 360 1-May-26
4503259 BOONTON TOWNSHIP NJ 07005 SFD 7.250 6.980 $2,796.93 360 1-Apr-26
4503287 MOUNTAIN VIEW CA 94040 SFD 7.875 7.605 $1,754.67 360 1-Mar-26
4503325 ELLICOTT CITY MD 21042 SFD 7.500 7.230 $1,855.72 360 1-Apr-26
4503362 MANHATTAN BEACH CA 90266 MF2 7.375 7.105 $2,993.74 360 1-Apr-26
4503403 DANVILLE CA 94526 SFD 7.375 7.105 $2,262.66 360 1-Apr-26
4503406 BRICK NJ 08724 SFD 8.500 8.230 $853.49 360 1-May-26
4503408 WILMETTE IL 60091 SFD 7.125 6.855 $2,255.61 360 1-Apr-26
4503490 EL CAJON CA 92021 SFD 7.125 6.855 $1,711.25 360 1-Apr-26
4503559 HUDSON OH 44236 SFD 7.875 7.605 $2,668.99 360 1-Apr-26
4503599 PERINTON NY 14450 SFD 7.750 7.480 $1,831.15 360 1-May-26
4503668 WOODMERE NY 11598 SFD 9.000 8.730 $2,462.15 360 1-Jun-26
4503716 WEST CHESTER PA 19380 SFD 8.000 7.730 $2,201.30 360 1-Apr-26
4503720 SAN JUAN CAPISTRANO CA 92675 SFD 7.250 6.980 $3,751.97 360 1-Apr-26
4503721 MILLSTONE NJ 08510 SFD 7.250 6.980 $1,909.42 360 1-May-26
4503725 GLEN ROCK NJ 07452 SFD 8.000 7.730 $1,981.17 360 1-May-26
4503757 STATEN ISLAND NY 10314 SFD 7.750 7.480 $1,117.61 360 1-Apr-26
4503820 CLYDE HILL WA 98004 SFD 7.000 6.730 $1,849.55 360 1-Apr-26
4503829 RYE NY 10580 SFD 7.125 6.855 $2,358.02 360 1-May-26
4503884 REDONDO BEACH CA 90277 SFD 7.125 6.855 $1,542.48 360 1-Apr-26
4503895 BELLMORE NY 11710 SFD 7.375 7.105 $1,474.60 360 1-Apr-26
4503910 LA SELVA BEACH CA 95076 SFD 7.000 6.730 $1,403.79 360 1-Apr-26
4503913 RAMSEY NJ 07446 SFD 7.125 6.855 $1,967.26 360 1-Apr-26
4503975 DANVILLE CA 94506 SFD 7.125 6.855 $1,536.08 360 1-Apr-26
4503983 OLD TAPPAN NJ 07675 SFD 7.125 6.855 $1,819.05 360 1-Apr-26
4503987 LAKE FOREST CA 92630 SFD 7.500 7.230 $1,497.72 360 1-Apr-26
4504015 MARTINEZ CA 94553 SFD 7.750 7.480 $2,220.88 360 1-Mar-26
4504061 KIMBERTON PA 19442 SFD 7.250 6.980 $1,737.51 360 1-Apr-26
4504088 RIVERSIDE IL 60546 SFD 7.375 7.105 $2,521.58 240 1-Apr-16
4504104 PASADENA CA 91104 SFD 7.375 7.105 $1,690.78 360 1-Apr-26
4504113 OLYMPIA FIELDS IL 60461 SFD 7.875 7.605 $1,624.16 360 1-Apr-26
4504142 NEEDHAM MA 02192 SFD 7.875 7.605 $1,925.06 360 1-May-26
4504184 SAN ANTONIO TX 78209 SFD 7.500 7.230 $3,356.23 360 1-Apr-26
4504198 HARRISON NY 10528 SFD 7.375 7.105 $2,361.42 360 1-May-26
4504200 GRAYSON GA 30221 SFD 7.500 7.230 $1,600.51 360 1-Mar-26
4504208 NORCROSS GA 30092 SFD 7.375 7.105 $2,928.47 360 1-Mar-26
4504216 ALPHARETTA GA 30201 SFD 7.375 7.105 $2,210.17 360 1-Mar-26
4504220 SCARSDALE NY 10583 SFD 7.375 7.105 $2,728.17 360 1-Apr-26
4504271 BAKERSFIELD CA 93312 SFD 7.000 6.730 $1,521.55 360 1-Apr-26
4504282 HUNTINGTON STATION NY 11746 SFD 8.375 8.105 $726.63 360 1-May-26
4504284 LOS ANGELES CA 90049 SFD 6.875 6.605 $2,562.03 360 1-May-26
4504285 SAN JOSE CA 95135 SFD 7.125 6.855 $1,761.78 360 1-Apr-26
4504288 WOODBURY NY 11797 SFD 8.500 8.230 $3,598.52 360 1-May-26
4504295 MOORPARK CA 93021 SFD 7.375 7.105 $1,819.93 360 1-Apr-26
4504307 MILL VALLEY CA 94941 SFD 7.125 6.855 $2,758.88 360 1-Apr-26
4504308 ENCINO CA 91436 SFD 7.375 7.105 $2,590.04 360 1-Apr-26
4504323 HONOLULU HI 96817 SFD 8.000 7.730 $1,467.53 360 1-Mar-26
4504332 SHELTON CT 06484 SFD 7.375 7.105 $1,623.09 360 1-Apr-26
4504354 BROKEN ARROW OK 74011 SFD 7.125 6.855 $1,640.17 360 1-Apr-26
4504368 PASADENA CA 91107 SFD 7.125 6.855 $2,102.01 360 1-Apr-26
4504391 SEDONA AZ 86351 SFD 7.250 6.980 $1,783.90 360 1-Apr-26
4504398 NAPERVILLE IL 60565 SFD 7.125 6.855 $1,682.62 360 1-Apr-26
4504464 ASHBURN VA 22011 SFD 7.500 7.230 $1,873.90 360 1-Apr-26
4504466 MORRISTOWN NJ 07960 SFD 7.375 7.105 $2,701.93 360 1-Apr-26
4504484 PLEASANTON CA 94588 SFD 7.875 7.605 $3,589.46 360 1-Jun-26
4504513 MORRIS PLAINS NJ 07950 SFD 7.625 7.355 $1,809.13 360 1-Apr-26
4504532 RIVERSIDE CA 92504 SFD 7.375 7.105 $1,616.18 360 1-Apr-26
4504541 METUCHEN NJ 08840 SFD 7.125 6.855 $1,185.75 360 1-Apr-26
4504543 SAN FRANCISCO CA 94121 SFD 7.750 7.480 $2,521.77 360 1-Mar-26
4504550 ALPINE CA 91901 SFD 7.500 7.230 $1,545.27 360 1-Apr-26
4504573 NORTH CALDWELL NJ 07006 SFD 7.125 6.855 $2,231.04 240 1-Apr-16
4504593 OAKLAND CA 94602 SFD 7.125 6.855 $1,804.22 360 1-Apr-26
4504606 STONY BROOK NY 11790 SFD 7.750 7.480 $1,687.16 360 1-May-26
4504616 SAN JUAN CAPISTRANO CA 92675 SFD 7.500 7.230 $2,419.29 360 1-May-26
4504632 JUPITER FL 33458 SFD 7.375 7.105 $1,719.79 360 1-Apr-26
4504644 CAMBRIDGE MA 02138 MF2 7.125 6.855 $2,107.40 360 1-Apr-26
4504646 CUPERTINO CA 95014 SFD 7.375 7.105 $1,915.25 360 1-Apr-26
4504648 SPARKILL NY 10976 SFD 7.625 7.355 $905.98 360 1-May-26
4504664 CALABASAS CA 91302 SFD 8.375 8.105 $1,641.00 360 1-Apr-26
4504667 ATLANTA GA 30306 SFD 7.500 7.230 $1,510.31 360 1-Mar-26
4504695 DANVILLE PA 17821 SFD 7.250 6.980 $1,865.76 360 1-Apr-26
4504733 BERNARDSVILLE NJ 07924 SFD 7.500 7.230 $1,589.32 360 1-May-26
4504747 DENVILLE NJ 07834 SFD 7.625 7.355 $2,361.20 360 1-Apr-26
4504748 RALEIGH NC 27615 SFD 7.125 6.855 $1,451.87 360 1-Apr-26
4504751 SCOTTSDALE AZ 85253 SFD 7.125 6.855 $1,899.89 360 1-Apr-26
4504755 MOUNTAIN VIEW CA 94043 SFD 8.250 7.980 $2,077.26 360 1-Apr-26
4504766 LOS ANGELES CA 90732 SFD 8.250 7.980 $1,816.57 360 1-Mar-26
4504786 PASADENA CA 91107 SFD 8.500 8.230 $1,976.11 360 1-Mar-26
4504802 SOUTHAMPTON NY 11968 SFD 7.250 6.980 $2,871.97 360 1-May-26
4504806 NAPLES FL 33937 HCO 9.000 8.730 $1,888.86 360 1-Apr-26
4504817 OKLAHOMA CITY OK 73141 SFD 7.625 7.355 $1,687.39 360 1-May-26
4504870 NEWARK DE 19702 SFD 8.875 8.605 $634.53 360 1-May-26
4504878 MOUNT KISCO NY 10549 SFD 7.250 6.980 $3,274.45 360 1-May-26
4504901 PETERSBURG VA 23805 SFD 7.625 7.355 $2,180.01 360 1-Apr-26
4504909 SANTA CLARITA CA 91351 SFD 7.375 7.105 $3,180.56 360 1-May-26
4504947 CROFTON MD 21114 SFD 7.250 6.980 $784.51 360 1-Apr-26
4504969 HINSDALE IL 60521 SFD 7.250 6.980 $2,053.36 360 1-May-26
4504975 BRONXVILLE NY 10708 SFD 8.000 7.730 $4,769.47 360 1-May-26
4505002 MEDIA PA 19063 SFD 7.625 7.355 $1,613.77 360 1-May-26
4505009 PACIFIC PALISADES CA 90272 LCO 7.500 7.230 $1,734.06 360 1-Apr-26
4505015 STRATFORD CT 06497 SFD 7.250 6.980 $2,505.98 360 1-May-26
4505018 SAN FRANCISCO CA 94112 SFD 7.250 6.980 $1,790.72 360 1-Apr-26
4505020 SCOTTSDALE AZ 85262 SFD 7.250 6.980 $1,632.45 360 1-May-26
4505031 BETHESDA MD 20817 SFD 7.250 6.980 $1,908.39 360 1-May-26
4505039 ARLINGTON VA 22207 SFD 7.250 6.980 $1,848.70 360 1-Apr-26
4505053 WEST CHESTER PA 19380 SFD 8.125 7.855 $1,701.07 360 1-May-26
4505059 HONOLULU HI 96813 LCO 7.375 7.105 $4,489.39 360 1-Mar-26
4505097 BROOKLYN NY 11228 SFD 8.625 8.355 $1,972.87 360 1-May-26
4505146 SAN DIEGO CA 92128 SFD 8.375 8.105 $1,778.57 360 1-Mar-26
4505157 YARDLEY PA 19067 SFD 7.125 6.855 $1,664.09 360 1-Apr-26
4505159 HUNTINGTON BEACH CA 92648 SFD 7.750 7.480 $1,870.55 360 1-Mar-26
4505175 BROOKLYN NY 11235 HCO 8.500 8.230 $2,145.27 360 1-Apr-26
4505214 SPEONK NY 11972 SFD 8.875 8.605 $1,034.34 360 1-Apr-26
4505218 SAN DIEGO CA 92116 SFD 7.500 7.230 $2,433.27 360 1-May-26
4505227 EAST ROCKAWAY NY 11518 SFD 8.750 8.480 $855.54 360 1-May-26
4505232 CAMPBELL CA 95008 SFD 7.875 7.605 $2,276.72 360 1-Apr-26
4505268 LAGUNA NIGUEL CA 92677 SFD 7.375 7.105 $2,424.27 360 1-Apr-26
4505275 SCOTTSDALE AZ 85255 SFD 7.250 6.980 $1,776.05 360 1-Apr-26
4505282 HEALDSBURG CA 95448 SFD 8.125 7.855 $3,712.49 360 1-Mar-26
4505311 FOLSOM CA 95630 SFD 7.750 7.480 $1,905.66 360 1-Mar-26
4505344 GERMANTOWN TN 38139 SFD 7.625 7.355 $1,528.84 360 1-Mar-26
4505372 EAST COLUMBIA TX 77566 SFD 7.250 6.980 $1,596.30 360 1-Apr-26
4505397 ROWLAND HEIGHTS CA 91748 SFD 7.250 6.980 $1,896.91 240 1-May-16
4505399 DARIEN CT 06820 SFD 8.375 8.105 $2,470.24 360 1-Jun-26
4505422 ENGLEWOOD CO 80111 SFD 7.500 7.230 $1,951.93 360 1-Apr-26
4505445 WHIPPANY NJ 07981 SFD 7.625 7.355 $1,868.58 360 1-May-26
4505476 FREMONT CA 94536 SFD 7.375 7.105 $1,616.18 360 1-Apr-26
4505488 WESTPORT CT 06880 SFD 8.125 7.855 $3,712.49 360 1-Jun-26
4505503 EAGLE ID 83616 SFD 7.125 6.855 $1,794.12 360 1-Apr-26
4505506 FULLERTON CA 92631 SFD 8.250 7.980 $2,028.42 360 1-Feb-26
4505508 SYKESVILLE MD 21784 SFD 8.250 7.980 $2,073.50 360 1-Feb-26
4505516 BUSHKILL PA 18324 SFD 7.375 7.105 $649.58 360 1-May-26
4505520 KALAMA WA 98625 SFD 7.625 7.355 $2,321.57 360 1-May-26
4505544 RIDGEWOOD NJ 07450 SFD 7.250 6.980 $2,009.01 360 1-Apr-26
4505545 PETALUMA CA 94954 SFD 8.250 7.980 $1,682.84 360 1-Apr-26
4505554 TEMPE AZ 85283 SFD 8.250 7.980 $1,014.85 360 1-Feb-26
4505559 PLAINSBORO NJ 08536 SFD 9.000 8.730 $2,040.93 360 1-May-26
4505575 WEST WINDSOR NJ 08550 SFD 7.875 7.605 $1,722.77 360 1-Apr-26
4505576 WEST BLOOMFIELD MI 48322 SFD 8.250 7.980 $1,592.69 360 1-Jun-26
4505584 NORMANDY SHORES NJ 08739 SFD 7.875 7.605 $1,963.49 360 1-May-26
4505609 MORGAN HILL CA 95037 SFD 8.625 8.355 $1,866.70 360 1-May-26
4505611 ATHERTON CA 94027 SFD 7.250 6.980 $3,820.19 360 1-May-26
4505645 DOVER NJ 08753 SFD 8.125 7.855 $608.85 360 1-Apr-26
4505663 NEWPORT COAST CA 92657 LCO 7.250 6.980 $3,395.20 360 1-May-26
4505666 GERMANTOWN MD 20874 SFD 7.250 6.980 $1,329.91 360 1-May-26
4505674 BEND OR 97701 SFD 7.750 7.480 $980.77 360 1-Mar-26
4505677 HOLLISTER CA 95023 SFD 8.375 8.105 $1,641.76 360 1-May-26
4505710 CALABASAS CA 91302 SFD 7.250 6.980 $3,131.19 360 1-May-26
4505737 SAN MATEO CA 94403 SFD 7.125 6.855 $1,874.96 360 1-Apr-26
4505747 SUWANEE GA 30174 SFD 7.500 7.230 $1,624.28 360 1-Mar-26
4505781 GARDEN CITY NY 11530 SFD 8.750 8.480 $2,336.51 360 1-Jul-26
4505784 ANNAPOLIS MD 21401 SFD 7.250 6.980 $1,841.88 360 1-Apr-26
4505816 RENO NV 89511 SFD 7.250 6.980 $1,697.26 360 1-Apr-26
4505826 BROOKLYN NY 11204 MF2 8.375 8.105 $2,219.42 360 1-Apr-26
4505851 SAN RAMON CA 94583 SFD 7.500 7.230 $1,638.26 360 1-Apr-26
4505856 ROCKLIN CA 95677 SFD 8.000 7.730 $1,154.58 360 1-Mar-26
4505874 NEW MILFORD CT 06776 SFD 7.250 6.980 $1,828.24 360 1-May-26
4505882 EAST MEADOW NY 11554 SFD 8.375 8.105 $961.50 360 1-Apr-26
4505905 OCEANSIDE NY 11572 SFD 8.500 8.230 $1,137.99 360 1-May-26
4505938 WAINSCOTT NY 11975 SFD 8.375 8.105 $2,006.60 360 1-Apr-26
4505950 BRADENTON FL 34210 SFD 8.500 8.230 $2,276.76 360 1-Apr-26
4505974 POTOMAC MD 20854 THS 7.250 6.980 $2,929.27 360 1-Jun-26
4506013 PALO ALTO CA 94301 SFD 7.375 7.105 $2,545.14 360 1-May-26
4506054 TOPSFIELD MA 01983 SFD 7.375 7.105 $1,961.52 360 1-Apr-26
4506095 SAN PEDRO CA 90732 SFD 8.250 7.980 $2,907.41 360 1-May-26
4506106 NICEVILLE FL 32578 SFD 7.500 7.230 $905.49 360 1-Jun-26
4506109 MIAMI FL 33158 SFD 7.375 7.105 $3,384.31 360 1-Apr-26
4506161 HUNTINGTON BEACH CA 92649 SFD 7.875 7.605 $2,646.51 360 1-May-26
4506163 INDIANAPOLIS IN 46240 SFD 7.375 7.105 $2,072.03 360 1-Apr-26
4506211 LOS ALTOS CA 94022 LCO 7.250 6.980 $2,796.93 360 1-May-26
4506316 MORROW OH 45152 SFD 7.625 7.355 $2,477.28 360 1-May-26
4506334 TUCSON AZ 85715 SFD 7.750 7.480 $4,276.99 360 1-May-26
4506340 DALLAS TX 75225 SFD 7.250 6.980 $2,571.81 360 1-May-26
4506382 CHESHIRE CT 06410 SFD 7.625 7.355 $813.97 360 1-May-26
4506452 CORONADO ISLAND CA 92118 SFD 8.500 8.230 $4,123.30 360 1-Mar-26
4506465 SCARSDALE NY 10583 SFD 7.375 7.105 $1,834.44 360 1-May-26
4506469 SAN JOSE CA 95120 SFD 7.375 7.105 $1,771.59 360 1-May-26
4506513 LOS ANGELES CA 90068 SFD 7.500 7.230 $2,265.46 360 1-May-26
4506532 DORSET VT 05251 SFD 7.500 7.230 $3,350.64 360 1-May-26
4506533 DEVON PA 19333 SFD 7.500 7.230 $1,720.07 360 1-May-26
4506602 GAINESVILLE VA 22065 SFD 8.125 7.855 $1,622.36 360 1-Apr-26
4506609 ARMONK NY 10504 SFD 7.250 6.980 $3,524.13 360 1-May-26
4506654 EAST NORTHPORT NY 11731 SFD 8.500 8.230 $1,085.71 360 1-Apr-26
4506657 TUSTIN CA 92680 SFD 7.125 6.855 $1,569.77 360 1-Apr-26
4506665 SALT LAKE CITY UT 84124 SFD 8.250 7.980 $1,878.17 360 1-Apr-26
4506682 FREMONT CA 94538 SFD 8.375 8.105 $3,101.10 360 1-Jun-26
4506686 COCONUT CREEK FL 33066 LCO 7.750 7.480 $143.29 360 1-Apr-26
4506688 HUNTINGTON BEACH CA 92649 SFD 7.125 6.855 $2,180.16 360 1-May-26
4506691 ALBUQUERQUE NM 87122 SFD 7.125 6.855 $2,492.76 360 1-Apr-26
4506726 REDWOOD CITY CA 94065 SFD 7.375 7.105 $2,044.40 360 1-Apr-26
4506732 SNELLVILLE GA 30278 SFD 8.250 7.980 $713.71 360 1-Mar-26
4506734 MONROE CT 06468 SFD 7.375 7.105 $1,913.18 360 1-May-26
4506772 HENDERSON NV 89014 SFD 7.250 6.980 $750.40 360 1-Apr-26
4506776 GREAT NECK NY 11023 SFD 7.125 6.855 $3,055.32 360 1-Apr-26
4506778 HERMANTOWN MN 55811 SFD 7.125 6.855 $1,881.70 360 1-May-26
4506779 RANCHO MURIETA CA 95683 SFD 7.875 7.605 $1,740.17 360 1-Jun-26
4506793 FOSTER CITY CA 94404 SFD 8.375 8.105 $1,889.54 360 1-Apr-26
4506816 BABYLON NY 11702 SFD 7.875 7.605 $1,990.32 360 1-May-26
4506826 JACKSON WY 83001 SFD 7.125 6.855 $1,532.04 360 1-Apr-26
4506839 BLACKLICK OH 43004 SFD 7.375 7.105 $2,417.37 360 1-Jun-26
4506848 MONTAUK NY 11954 SFD 7.125 6.855 $1,347.44 360 1-Apr-26
4506850 COMMACK NY 11725 SFD 8.250 7.980 $793.34 360 1-May-26
4506854 CORAL SPRINGS FL 33065 SFD 8.125 7.855 $769.60 360 1-Apr-26
4506855 NEWPORT COAST CA 92657 SFD 7.500 7.230 $1,784.40 360 1-Apr-26
4506924 BLOCK ISLAND RI 02807 SFD 7.250 6.980 $1,705.45 360 1-Apr-26
4506972 DALLAS TX 75219 HCO 7.125 6.855 $1,751.67 360 1-Mar-26
4506975 PERALTA HILLS CA 92667 SFD 7.250 6.980 $3,410.89 360 1-Apr-26
4506976 RUNNING SPRINGS CA 92382 SFD 8.750 8.480 $1,809.42 360 1-Apr-26
4506991 MIDDLETOWN NY 10940 SFD 7.125 6.855 $1,765.15 360 1-May-26
4506995 ORINDA CA 94563 SFD 7.875 7.605 $2,900.28 360 1-Mar-26
4506997 TAOS NM 87571 SFD 8.125 7.855 $968.96 360 1-Mar-26
4507009 SAN JOSE CA 95121 SFD 8.125 7.855 $2,525.61 360 1-Apr-26
4507015 OLD GREENWICH CT 06870 SFD 7.250 6.980 $2,107.59 360 1-Apr-26
4507018 BROOKLINE MA 02146 SFD 7.250 6.980 $2,161.82 360 1-Apr-26
4507036 REDWOOD CITY CA 94065 SFD 7.375 7.105 $2,099.66 360 1-Apr-26
4507044 PELHAM AL 35124 SFD 7.500 7.230 $2,136.80 360 1-Mar-26
4507065 STAMFORD CT 06906 SFD 7.125 6.855 $1,573.14 360 1-Apr-26
4507103 MORRISVILLE NC 27560 SFD 7.125 6.855 $1,697.78 360 1-Apr-26
4507109 HINGHAM MA 02043 SFD 7.875 7.605 $2,484.82 360 1-Apr-26
4507215 SAN DIEGO CA 92130 SFD 7.375 7.105 $1,989.15 360 1-Apr-26
4507246 EAST BRANDYWINE TWP PA 19335 SFD 7.625 7.355 $1,603.16 360 1-Apr-26
4507271 SHARON MA 02067 SFD 7.750 7.480 $1,919.99 360 1-Apr-26
4507275 BRADENTON FL 34209 SFD 7.750 7.480 $551.64 360 1-Apr-26
4507277 WOODBINE MD 21797 SFD 7.250 6.980 $1,760.02 360 1-May-26
4507302 MARSHFIELD MA 02050 SFD 7.375 7.105 $1,890.73 360 1-Apr-26
4507359 WEST BLOOMFIELD MI 48323 SFD 7.375 7.105 $1,851.01 360 1-May-26
4507377 NEWPORT RI 02840 SFD 7.625 7.355 $2,102.15 360 1-May-26
4507384 BRENTWOOD TN 37027 SFD 7.500 7.230 $2,293.43 360 1-Apr-26
4507407 GRASS VALLEY CA 95949 SFD 7.875 7.605 $1,102.11 360 1-Mar-26
4507415 HONOLULU HI 96817 SFD 7.125 6.855 $3,368.60 360 1-Mar-26
4507418 HONOLULU HI 96816 SFD 7.375 7.105 $2,590.04 360 1-Mar-26
4507455 WESTLAKE VILLAGE CA 91361 SFD 7.750 7.480 $2,056.82 360 1-Apr-26
4507474 SAN DIMAS CA 91773 SFD 7.375 7.105 $1,491.86 360 1-Apr-26
4507500 ROSWELL GA 30075 SFD 7.375 7.105 $1,574.74 360 1-Apr-26
4507507 SANDY UT 84092 SFD 7.500 7.230 $1,594.21 360 1-May-26
4507510 UPLAND CA 91784 SFD 8.000 7.730 $1,168.16 360 1-Mar-26
4507521 MANSFIELD MA 02048 SFD 7.375 7.105 $1,834.78 360 1-Apr-26
4507525 PITTSFORD NY 14534 SFD 7.500 7.230 $2,342.37 360 1-Apr-26
4507548 STAYTON OR 97383 SFD 8.125 7.855 $1,588.95 360 1-Apr-26
4507553 ENCINO CA 91436 SFD 7.875 7.605 $2,465.24 360 1-May-26
4507555 NORTH BRANCH NJ 08876 SFD 7.375 7.105 $2,044.40 360 1-May-26
4507560 AGOURA HILLS CA 91301 SFD 7.250 6.980 $2,762.82 360 1-May-26
4507561 FAIR HAVEN NJ 07704 SFD 7.375 7.105 $2,429.11 360 1-Apr-26
4507562 VENTURA CA 93004 SFD 7.750 7.480 $1,540.29 360 1-Apr-26
4507568 MARIETTA GA 30068 SFD 7.375 7.105 $1,575.44 360 1-May-26
4507572 OLD GREENWICH CT 06870 SFD 7.375 7.105 $2,624.57 360 1-May-26
4507575 SUMMIT NJ 07901 SFD 7.000 6.730 $1,796.32 360 1-Apr-26
4507576 MARIETTA GA 30064 SFD 8.000 7.730 $1,912.93 360 1-May-26
4507594 MIAMI SHORES FL 33138 SFD 7.750 7.480 $2,005.96 360 1-Apr-26
4507609 DANVILLE CA 94526 SFD 8.375 8.105 $3,952.38 360 1-Apr-26
4507612 WHITESTONE NY 11357 SFD 7.625 7.355 $813.96 360 1-May-26
4507649 MOUNTAIN VIEW CA 94041 SFD 7.875 7.605 $2,256.06 360 1-Apr-26
4507650 LEONARDO NJ 07737 SFD 6.875 6.605 $1,865.68 360 1-May-26
4507657 OAKLAND CA 94611 SFD 7.375 7.105 $1,657.63 360 1-May-26
4507662 WETHERSFIELD CT 06109 SFD 8.375 8.105 $2,243.74 360 1-Apr-26
4507664 WEAVERVILLE NC 28787 SFD 8.250 7.980 $676.14 360 1-Apr-26
4507677 DANVILLE CA 94506 SFD 7.375 7.105 $1,922.15 360 1-Apr-26
4507684 LAGUNA NIGUEL CA 92677 SFD 7.375 7.105 $2,434.63 360 1-Apr-26
4507691 GLENDALE CA 91202 SFD 7.125 6.855 $1,491.62 360 1-May-26
4507766 BREWSTER NY 10509 SFD 7.250 6.980 $2,428.55 360 1-May-26
4507794 AUSTIN TX 78733 SFD 7.750 7.480 $1,834.02 360 1-Mar-26
4507800 SPRING CITY PA 19475 SFD 7.750 7.480 $1,887.75 360 1-May-26
4507817 HAVEN BEACH NJ 08008 SFD 7.375 7.105 $897.88 360 1-May-26
4507836 MELVILLE NY 11747 SFD 7.875 7.605 $2,059.20 360 1-May-26
4507850 LOS ALAMITOS CA 90720 SFD 7.250 6.980 $1,620.17 360 1-Apr-26
4507881 ROCK ISLAND RI 02807 SFD 8.750 8.480 $3,422.15 360 1-May-26
4507905 SAN JOSE CA 95125 SFD 7.125 6.855 $1,707.88 360 1-Apr-26
4507909 NORTH BEND WA 98045 SFD 7.250 6.980 $1,675.77 360 1-Apr-26
4507925 BOUNTIFUL UT 84010 SFD 7.375 7.105 $2,421.17 360 1-May-26
4507927 KENWOOD CA 95452 SFD 7.875 7.605 $2,719.01 360 1-Apr-26
4507941 KANEOHE HI 96744 SFD 8.250 7.980 $3,493.39 360 1-Apr-26
4507958 MAMARONECK NY 10543 SFD 7.250 6.980 $2,732.12 360 1-Jun-26
4507997 LOS ANGELES CA 90077 SFD 7.125 6.855 $1,852.73 360 1-Apr-26
4508004 HAMPTON BAYS NY 11946 SFD 9.500 9.230 $590.28 360 1-May-26
4508008 WAYNE NJ 07470 THS 8.000 7.730 $1,350.13 360 1-Apr-26
4508009 FREMONT CA 94555 SFD 7.375 7.105 $1,635.52 360 1-Apr-26
4508012 DULUTH GA 30155 SFD 8.250 7.980 $1,099.85 360 1-Mar-26
4508031 LOS ANGELES CA 91403 SFD 8.125 7.855 $2,439.10 360 1-Mar-26
4508065 FREMONT CA 94539 SFD 8.000 7.730 $3,626.26 360 1-Mar-26
4508067 GREAT FALLS VA 22066 SFD 7.500 7.230 $2,873.08 360 1-Apr-26
4508123 BRENTWOOD CA 90049 LCO 7.375 7.105 $1,768.13 360 1-May-26
4508125 FREMONT CA 94539 SFD 7.875 7.605 $2,247.72 360 1-Apr-26
4508167 TAMPA FL 33613 SFD 8.500 8.230 $2,632.76 360 1-Mar-26
4508211 FREEHOLD NJ 07728 SFD 7.500 7.230 $2,318.60 360 1-Apr-26
4508240 LAFAYETTE CA 94549 SFD 8.000 7.730 $3,668.83 360 1-Apr-26
4508290 ALAMEDA CA 94501 SFD 7.375 7.105 $1,958.07 360 1-May-26
4508319 ADELPHI MD 20783 SFD 7.750 7.480 $1,554.61 360 1-Feb-26
4508327 FAIRPORT NY 14450 SFD 7.625 7.355 $2,656.35 360 1-May-26
4508343 WILLIAMSPORT PA 17701 SFD 8.375 8.105 $1,628.08 360 1-May-26
4508354 WESTLAKE VILLAGE CA 91361 SFD 7.375 7.105 $1,886.24 360 1-May-26
4508361 CHESAPEAKE VA 23322 SFD 7.500 7.230 $1,757.48 360 1-Feb-26
4508374 VOORHEES NJ 08043 SFD 7.250 6.980 $1,773.66 360 1-Mar-26
4508399 SPOTSWOOD NJ 08884 SFD 8.250 7.980 $1,310.21 360 1-May-26
4508404 WOODLAND HILLS CA 91367 SFD 8.500 8.230 $2,368.26 360 1-Apr-26
4508405 HONOLULU HI 96825 SFD 7.750 7.480 $2,865.65 360 1-Mar-26
4508472 BLOOMFIELD HILLS MI 48304 SFD 7.500 7.230 $3,146.47 360 1-May-26
4508488 COLORADO SPRINGS CO 80908 SFD 8.000 7.730 $1,696.47 360 1-Mar-26
4508499 HUNTINGTON BEACH CA 92648 SFD 7.875 7.605 $2,836.47 360 1-Mar-26
4508503 WESTLAKE VILLAGE CA 91361 PUD 7.625 7.355 $2,653.17 360 1-May-26
4508516 HANOVER MD 21076 SFD 8.625 8.355 $1,392.24 360 1-Mar-26
4508519 GRANBURY TX 76048 SFD 7.875 7.605 $507.55 360 1-Mar-26
4508534 CLAYTON CA 94517 SFD 7.500 7.230 $1,838.94 360 1-Apr-26
4508549 GREAT FALLS VA 22066 SFD 8.625 8.355 $1,750.03 360 1-Jun-26
4508557 WILLIS TX 77378 SFD 8.500 8.230 $605.90 360 1-Mar-26
4508565 GERMANTOWN TN 38139 SFD 7.875 7.605 $1,871.40 360 1-Apr-26
4508576 MONTGOMERY PA 19454 SFD 7.250 6.980 $1,811.18 360 1-Apr-26
4508584 NEW ORLEANS LA 70130 SFD 7.875 7.605 $1,830.81 360 1-Mar-26
4508589 NEWTON MA 02159 SFD 8.000 7.730 $2,678.25 360 1-Mar-26
4508592 THOUSAND OAKS CA 91362 SFD 6.500 6.230 $1,891.15 360 1-Mar-26
4508593 LAFAYETTE CA 94549 SFD 7.500 7.230 $3,097.53 360 1-May-26
4508597 HAILEY ID 83333 SFD 8.500 8.230 $1,162.60 360 1-Apr-26
4508603 KEY COLONY BEACH FL 33051 SFD 7.750 7.480 $3,216.70 360 1-Apr-26
4508618 AUSTIN TX 78731 SFD 7.375 7.105 $2,462.26 360 1-Apr-26
4508628 RIVERSIDE CA 92508 SFD 8.250 7.980 $2,043.45 360 1-Apr-26
4508687 GLENVIEW IL 60025 SFD 7.500 7.230 $1,779.86 360 1-May-26
4508711 SILVER SPRING MD 20906 SFD 8.000 7.730 $1,350.13 360 1-Mar-26
4508754 DURANGO CO 81301 SFD 7.250 6.980 $368.38 360 1-Apr-26
4508788 REDONDO BEACH CA 90277 LCO 8.250 7.980 $2,193.70 360 1-Apr-26
4508812 MITCHELLVILLE MD 20721 SFD 8.750 8.480 $2,435.62 360 1-Feb-26
4508820 NORTHRIDGE CA 91324 SFD 8.125 7.855 $1,878.52 360 1-Apr-26
4508867 NASHVILLE TN 37220 SFD 7.750 7.480 $3,546.25 360 1-May-26
4508871 SAN JOSE CA 95120 SFD 8.000 7.730 $3,301.95 360 1-Jun-26
4508880 LEVITTOWN NY 11756 SFD 8.500 8.230 $807.36 360 1-May-26
4508894 CONCORD CA 94521 SFD 8.250 7.980 $1,930.76 360 1-Apr-26
4508907 OKLAHOMA CITY OK 73116 SFD 7.875 7.605 $3,116.35 360 1-Jun-26
4508909 WESTLAKE VILLAGE CA 91361 SFD 7.500 7.230 $1,664.14 360 1-May-26
4508920 YONKERS NY 10708 SFD 7.750 7.480 $1,962.97 360 1-May-26
4508923 SUNNYVALE CA 94087 SFD 7.750 7.480 $2,101.96 360 1-May-26
4508931 EL PASO TX 79912 SFD 7.625 7.355 $2,596.54 360 1-Mar-26
4508944 WILSON WY 83014 SFD 7.000 6.730 $1,975.95 360 1-Apr-26
4508945 SCARSDALE NY 10583 SFD 8.250 7.980 $1,769.24 360 1-Apr-26
4508946 SYLVAN LAKE MI 48320 SFD 8.000 7.730 $2,164.61 360 1-Mar-26
4508949 HAMILTON TOWNSHIP NJ 08330 SFD 8.375 8.105 $1,793.78 360 1-May-26
4508968 WEST PALM BEACH FL 33413 SFD 8.500 8.230 $976.53 360 1-Apr-26
4508973 LOS ANGELES CA 91326 SFD 8.500 8.230 $1,736.98 360 1-Apr-26
4508977 THOUSAND OAKS CA 91362 SFD 7.500 7.230 $1,706.09 360 1-May-26
4509014 BIRCHWOOD LAKES NJ 08055 SFD 7.500 7.230 $2,296.23 360 1-May-26
4509038 MARTINSVILLE NJ 08836 SFD 8.250 7.980 $2,941.21 360 1-May-26
4509125 BAYSIDE NY 11360 SFD 8.875 8.605 $1,909.55 360 1-May-26
4509128 SAN JOSE CA 95123 SFD 8.750 8.480 $2,147.69 360 1-Mar-26
4509138 DANBURY CT 06811 SFD 7.625 7.355 $1,592.54 360 1-May-26
4509171 LINVILLE NC 28646 SFD 7.750 7.480 $2,206.55 360 1-Jun-26
4509174 MIAMI FL 33140 HCO 9.250 8.980 $947.72 360 1-Apr-26
4509177 NEWTON MA 02165 SFD 8.500 8.230 $2,047.23 360 1-Apr-26
4509191 BETHESDA MD 20814 PUD 7.375 7.105 $2,293.05 360 1-Mar-26
4509192 ORANGE CA 92669 SFD 8.750 8.480 $1,195.00 360 1-Apr-26
4509221 THOUSAND OAKS CA 91361 SFD 7.875 7.605 $1,943.19 360 1-Apr-26
4509224 AVON NC 27915 SFD 8.125 7.855 $1,878.52 360 1-Apr-26
4509235 SOUTH ORANGE NJ 07079 SFD 8.875 8.605 $795.65 360 1-May-26
4509253 MENLO PARK CA 94025 SFD 7.750 7.480 $3,855.74 360 1-May-26
4509273 ISLIP NY 11751 SFD 8.625 8.355 $808.91 360 1-May-26
4509286 SANTA ROSA CA 95409 SFD 7.375 7.105 $1,616.18 360 1-Apr-26
4509290 COSTA MESA CA 92627 SFD 8.000 7.730 $1,995.84 360 1-Apr-26
4509391 EVERGREEN CO 80439 SFD 7.625 7.355 $1,686.68 360 1-May-26
4509402 SHELBY NC 28150 SFD 8.125 7.855 $2,143.97 360 1-May-26
4509424 EDISON NJ 08820 LCO 7.750 7.480 $922.74 360 1-Apr-26
4509450 MONROE CT 06468 SFD 8.000 7.730 $1,124.13 360 1-May-26
4509454 ALAMEDA CA 94502 SFD 8.500 8.230 $1,922.29 360 1-Apr-26
4509455 LONG BEACH CA 90815 SFD 7.625 7.355 $2,484.36 360 1-Apr-26
4509459 FOUNTAIN HILLS AZ 85268 LCO 8.250 7.980 $564.20 360 1-Mar-26
4509502 SAN JOSE CA 95133 SFD 7.625 7.355 $2,296.80 360 1-Jun-26
4509524 CEDAR PARK TX 78613 SFD 9.375 9.105 $537.73 360 1-May-26
4509531 LIVE OAK CA 95953 SFD 7.500 7.230 $1,978.78 360 1-May-26
4509554 SUMMIT NJ 07901 SFD 7.250 6.980 $3,001.58 360 1-May-26
4509644 OCEANSIDE CA 92054 SFD 7.500 7.230 $1,103.89 360 1-Apr-26
4509646 SEBASTOPOL CA 95472 SFD 7.625 7.355 $1,738.35 360 1-Mar-26
4509655 SAUGERTIES NY 12477 SFD 8.250 7.980 $375.64 360 1-Apr-26
4509714 COLTS NECK NJ 07722 SFD 8.125 7.855 $2,171.81 360 1-May-26
4509755 STRATFORD CT 06497 LCO 7.250 6.980 $419.54 360 1-May-26
4509761 BRONXVILLE NY 10708 SFD 7.750 7.480 $2,328.34 360 1-Apr-26
4509768 HENDERSON NV 89014 SFD 8.000 7.730 $2,054.55 360 1-Mar-26
4509806 MERRICK NY 11566 SFD 8.875 8.605 $2,184.05 360 1-Apr-26
4509900 LAKE OSWEGO OR 97035 SFD 7.875 7.605 $1,580.66 360 1-Apr-26
4509914 HILLSBOROUGH NJ 08876 SFD 9.000 8.730 $640.48 360 1-Apr-26
4509919 CLARKSVILLE MD 21029 SFD 7.125 6.855 $2,021.16 360 1-May-26
4509923 CHARLOTTE NC 28211 SFD 9.000 8.730 $1,100.73 360 1-Apr-26
4509924 BELLAIRE TX 77401 SFD 7.500 7.230 $1,565.55 360 1-May-26
4509930 PLANTATION FL 33322 SFD 9.125 8.855 $943.82 360 1-May-26
4509939 SCOTTSDALE AZ 85259 SFD 7.625 7.355 $1,719.94 360 1-Apr-26
4509945 WALNUT CREEK CA 94598 SFD 7.375 7.105 $1,627.24 360 1-Jun-26
4509987 CERRITOS CA 90701 SFD 7.625 7.355 $1,664.38 360 1-May-26
4509989 BERWYN PA 19312 SFD 7.875 7.605 $2,392.73 360 1-Apr-26
4509995 HUNTINGTON BEACH CA 92646 SFD 8.250 7.980 $1,776.37 360 1-Apr-26
4509997 WHITE PLAINS NY 10605 SFD 7.500 7.230 $1,667.63 360 1-Jun-26
4510039 MADISON CT 06443 SFD 7.625 7.355 $1,490.62 360 1-May-26
4510124 MAKAWAO HI 96768 SFD 8.000 7.730 $2,751.62 360 1-May-26
4510129 YORBA LINDA CA 92687 SFD 7.375 7.105 $2,527.88 360 1-May-26
4510168 MOORPARK CA 93021 SFD 7.875 7.605 $2,204.22 360 1-May-26
4510184 MILWAUKIE OR 97267 SFD 8.375 8.105 $2,721.82 360 1-Apr-26
4510190 LAUREL HOLLOW NY 11791 SFD 7.625 7.355 $3,928.26 360 1-May-26
4510252 FREDERICK MD 21702 SFD 7.875 7.605 $2,378.23 360 1-May-26
4510266 TEMECULA CA 92592 SFD 8.250 7.980 $776.06 360 1-May-26
4510271 LAWRENCEVILLE GA 30243 SFD 8.125 7.855 $1,603.06 360 1-Apr-26
4510279 HONOLULU HI 96822 LCO 8.000 7.730 $4,147.60 360 1-Apr-26
4510319 DOYLESTOWN PA 18901 SFD 7.500 7.230 $2,062.69 360 1-Jun-26
4510354 SAN DIEGO CA 92131 SFD 8.250 7.980 $2,620.42 360 1-Mar-26
4510396 WEST SHOKAN NY 12494 SFD 9.750 9.480 $541.27 360 1-Jun-26
4510424 POTOMAC MD 20854 SFD 7.500 7.230 $3,705.84 360 1-May-26
4510432 GLENDALE CA 91208 SFD 7.750 7.480 $1,054.56 360 1-Apr-26
4510433 PLEASANTON CA 94588 SFD 7.625 7.355 $1,901.85 360 1-May-26
4510453 NEW YORK NY 10128 COP 7.625 7.355 $1,465.14 360 1-Jun-26
4510462 DANA POINT CA 92629 SFD 7.500 7.230 $1,619.39 360 1-May-26
4510508 ENGLEWOOD CLIFFS NJ 07632 SFD 8.500 8.230 $3,998.36 360 1-Jun-26
4510510 ASHLAND OR 97520 SFD 8.250 7.980 $394.04 360 1-Apr-26
4510519 MELBOURNE BEACH FL 32951 SFD 8.500 8.230 $2,183.71 360 1-Mar-26
4510535 SOUTHPORT CT 06490 SFD 7.875 7.605 $2,533.40 360 1-May-26
4510608 STATEN ISLAND NY 10301 SFD 8.250 7.980 $1,502.54 360 1-May-26
4510610 STEAMBOAT SPRINGS CO 80477 SFD 7.875 7.605 $826.58 360 1-Feb-26
4510613 TINTON FALLS NJ 07724 SFD 8.625 8.355 $2,170.04 360 1-May-26
4510619 PLANO TX 75093 SFD 7.875 7.605 $730.87 360 1-Mar-26
4510636 LANGHORNE PA 19053 SFD 8.375 8.105 $1,185.71 360 1-Apr-26
4510651 BELL CANYON CA 91307 SFD 7.625 7.355 $2,406.50 360 1-Mar-26
4510659 GILBERT AZ 85234 SFD 7.500 7.230 $1,887.88 360 1-Apr-26
4510677 HAMILTON MA 01936 SFD 8.250 7.980 $2,809.74 360 1-Apr-26
4510687 ZACHARY LA 70791 SFD 8.625 8.355 $2,543.38 360 1-May-26
4510701 NORTH HALEDON NJ 07508 SFD 8.750 8.480 $1,018.78 360 1-Apr-26
4510725 POUND RIDGE NY 10576 SFD 7.625 7.355 $2,123.39 360 1-Apr-26
4510729 PORT JEFFERSON NY 11777 SFD 9.000 8.730 $1,255.22 360 1-Apr-26
4510730 NORTH HILLS NY 11576 LCO 7.875 7.605 $1,740.17 360 1-May-26
4510736 SOUTHAMPTON PA 18966 SFD 8.000 7.730 $1,097.71 360 1-Mar-26
4510773 SAN FRANCISCO CA 94107 SFD 7.875 7.605 $1,783.68 360 1-Mar-26
4510810 SAN GABRIEL CA 91775 SFD 7.500 7.230 $1,776.01 360 1-May-26
4510813 MIAMI FL 33157 SFD 8.750 8.480 $2,548.91 360 1-Jun-26
4510859 SAN JOSE CA 95121 SFD 7.875 7.605 $1,740.17 360 1-Apr-26
4510869 SANTA CRUZ CA 95061 SFD 8.375 8.105 $2,014.20 360 1-Apr-26
4510879 HONOLULU HI 96825 SFD 7.750 7.480 $3,559.68 360 1-Mar-26
4510890 STEVENSON RANCH CA 91381 SFD 7.875 7.605 $2,030.20 360 1-Mar-26
4510905 ORLANDO FL 32817 SFD 8.375 8.105 $1,100.58 360 1-Mar-26
4510918 WAYLAND MA 01778 SFD 7.625 7.355 $1,990.67 360 1-Jun-26
4510946 GARDEN CITY NY 11530 SFD 8.250 7.980 $2,073.50 360 1-Jul-26
4510951 SUNNYVALE CA 94087 SFD 9.000 8.730 $3,194.36 360 1-May-26
4510959 ENCINO CA 91316 SFD 7.875 7.605 $1,735.82 360 1-May-26
4510967 SUNNYVALE CA 94086 SFD 7.500 7.230 $1,678.12 360 1-May-26
4510987 VISALIA CA 93277 SFD 7.875 7.605 $1,631.41 360 1-Mar-26
4511005 GLENDALE CA 91208 PUD 8.250 7.980 $1,824.08 360 1-Apr-26
4511016 SPARKS NV 89436 PUD 8.375 8.105 $1,069.42 360 1-May-26
4511031 HARVEY CEDARS NJ 08008 SFD 8.500 8.230 $1,634.72 360 1-Apr-26
4511042 TORRANCE CA 90503 SFD 7.625 7.355 $2,321.57 360 1-May-26
4511053 PARK CITY UT 84060 SFD 8.375 8.105 $1,793.78 360 1-Mar-26
4511062 SANTA CLARITA CA 91351 SFD 7.875 7.605 $3,262.82 360 1-Mar-26
4511088 RINGOES NJ 08551 SFD 8.375 8.105 $2,052.20 360 1-May-26
4511156 PHOENIX AZ 85254 SFD 8.625 8.355 $2,566.71 360 1-Apr-26
4511158 LOS ANGELES CA 90045 SFD 8.625 8.355 $1,384.47 360 1-Apr-26
4511162 BROOKLYN NY 11210 SFD 8.000 7.730 $2,935.06 360 1-May-26
4511175 DENVER CO 80220 SFD 8.375 8.105 $826.96 360 1-Apr-26
4511187 GRAND JUNCTION CO 81504 SFD 8.000 7.730 $733.77 360 1-Jun-26
4511191 PRINCETON NJ 08540 SFD 9.250 8.980 $3,619.78 360 1-May-26
4511195 ATTLEBORO MA 02703 SFD 8.750 8.480 $1,691.41 360 1-Apr-26
4511200 SAN MATEO CA 92222 SFD 7.875 7.605 $1,631.41 360 1-Apr-26
4511201 SANDY UT 84093 SFD 7.750 7.480 $922.74 360 1-Mar-26
4511246 POTOMAC MD 20854 SFD 7.750 7.480 $4,119.38 360 1-Apr-26
4511249 CLAYTON MO 63105 SFD 8.750 8.480 $3,190.86 360 1-Jun-26
4511254 WESTPORT CT 06880 SFD 8.500 8.230 $2,565.10 360 1-Jun-26
4511280 ESCONDIDO CA 92025 SFD 8.375 8.105 $1,558.15 360 1-Apr-26
4511292 SOUTHAMPTON NY 11968 SFD 8.750 8.480 $1,573.41 360 1-May-26
4511300 LAS VEGAS NV 89117 SFD 8.500 8.230 $578.22 360 1-May-26
4511305 RUNNING SPRINGS CA 92382 SFD 8.250 7.980 $462.03 360 1-Apr-26
4511308 BEVERLY HILLS CA 90212 SFD 7.250 6.980 $2,524.06 360 1-May-26
4511309 WESTPORT CT 06880 SFD 8.875 8.605 $2,259.64 360 1-May-26
4511400 ARLINGTON VA 22201 SFD 8.500 8.230 $1,826.94 360 1-May-26
4511405 QUOGUE NY 11959 SFD 7.750 7.480 $2,113.42 360 1-May-26
4511429 COLUMBUS OH 43220 SFD 7.625 7.355 $1,727.02 360 1-May-26
4511430 CINCINNATI OH 45243 SFD 7.625 7.355 $2,958.58 360 1-Apr-26
4511436 SAN JOSE CA 95121 SFD 7.750 7.480 $2,185.06 360 1-Apr-26
4511448 WESTON MA 02193 SFD 7.750 7.480 $1,819.69 360 1-Apr-26
4511469 EAST ISLIP NY 11730 SFD 9.000 8.730 $563.24 360 1-Apr-26
4511474 BONITA CA 91902 SFD 8.875 8.605 $2,184.05 360 1-Apr-26
4511499 AMITYVILLE NY 11701 SFD 7.875 7.605 $1,740.17 360 1-Jun-26
4511527 ROSEVILLE CA 95661 SFD 7.625 7.355 $1,910.34 360 1-May-26
4511532 LAKE ARROWHEAD CA 92352 SFD 8.625 8.355 $870.35 360 1-Apr-26
4511540 BELLAIRE TX 77401 SFD 7.875 7.605 $2,560.62 240 1-Jun-16
4511560 JAMUL CA 91935 SFD 8.125 7.855 $1,819.12 360 1-Apr-26
4511577 KIRKLAND WA 98033 LCO 7.500 7.230 $1,849.43 360 1-Jun-26
4511579 KATONAH NY 10536 SFD 8.000 7.730 $1,056.63 360 1-May-26
4511588 LOS ANGELES CA 90034 SFD 7.625 7.355 $1,755.33 360 1-May-26
4511617 AURORA IL 60504 SFD 7.375 7.105 $1,564.38 360 1-May-26
4511669 SANTA ANA CA 92705 SFD 7.625 7.355 $3,455.45 360 1-Jun-26
4511703 FAIRFAX VA 22032 SFD 7.625 7.355 $1,664.74 360 1-May-26
4511756 PLEASANTON CA 94588 SFD 7.625 7.355 $2,485.78 360 1-May-26
4511775 RANCHO PALOS VERDES CA 90275 SFD 7.375 7.105 $2,320.67 360 1-May-26
4511812 TROY MI 48098 SFD 7.500 7.230 $2,752.11 360 1-May-26
4511834 OYSTER BAY NY 11771 SFD 8.375 8.105 $2,189.01 360 1-Jun-26
4511851 SAN JOSE CA 95125 SFD 7.750 7.480 $1,690.74 360 1-Mar-26
4511854 GREAT NECK NY 11020 SFD 9.250 8.980 $1,645.36 360 1-May-26
4511861 TALENT OR 97540 SFD 8.125 7.855 $3,066.52 360 1-May-26
4511885 PISMO BEACH CA 93449 SFD 7.875 7.605 $529.31 360 1-May-26
4511889 NEWBURY PARK CA 91320 SFD 8.625 8.355 $1,691.70 360 1-Apr-26
4511898 BEND OR 97702 SFD 7.500 7.230 $2,405.30 360 1-Apr-26
4511905 VALENCIA CA 91355 SFD 7.250 6.980 $1,987.18 360 1-Mar-26
4511906 LITTLETON CO 80127 SFD 7.875 7.605 $1,740.17 360 1-Mar-26
4511913 PHOENIX AZ 85004 SFD 8.625 8.355 $1,967.81 360 1-Mar-26
4511936 SILVER SPRING MD 20901 SFD 8.375 8.105 $1,112.75 360 1-May-26
4511979 FAIRFAX STATION VA 22039 SFD 7.500 7.230 $2,218.26 360 1-Mar-26
4511999 MOUNT AIRY MD 21771 SFD 7.750 7.480 $2,235.21 360 1-Mar-26
4512006 BETHESDA MD 20816 SFD 7.500 7.230 $3,160.45 360 1-Mar-26
4512010 SEBASTOPOL CA 95472 SFD 7.875 7.605 $2,199.86 360 1-Apr-26
4512072 SAN JOSE CA 95121 SFD 7.750 7.480 $2,233.06 360 1-Apr-26
4512096 EDISON NJ 08820 SFD 7.625 7.355 $1,875.66 360 1-May-26
4512119 LAKEVILLE MN 55044 SFD 7.375 7.105 $1,705.97 360 1-May-26
4512167 LLOYD HARBOR NY 11743 SFD 7.875 7.605 $3,625.35 360 1-May-26
4512173 DANVILLE CA 94526 SFD 7.750 7.480 $2,435.80 360 1-Apr-26
4512187 SCOTTSDALE AZ 85258 SFD 7.750 7.480 $683.82 360 1-Mar-26
4512191 FAIRFIELD CT 06430 SFD 8.125 7.855 $1,643.89 360 1-May-26
4512202 AMES IA 50014 SFD 8.875 8.605 $2,063.51 360 1-Jul-26
4512209 STEVENSON RANCH CA 91381 SFD 7.625 7.355 $1,978.29 360 1-May-26
4512212 THOUSAND OAKS CA 91362 SFD 6.250 5.980 $1,825.60 360 1-Mar-26
4512238 LOS ANGELES CA 90045 SFD 7.750 7.480 $1,948.65 360 1-Apr-26
4512239 PORTLAND OR 97214 SFD 7.750 7.480 $1,854.44 360 1-Mar-26
4512243 EAST HAMPTON NY 11937 SFD 8.750 8.480 $1,548.23 360 1-May-26
4512245 MENDOCINO CA 95460 SFD 7.750 7.480 $2,779.68 360 1-May-26
4512246 EL SEGUNDO CA 90245 SFD 7.625 7.355 $2,134.71 360 1-Jun-26
4512255 NAPLES FL 33942 SFD 8.125 7.855 $1,318.68 360 1-Apr-26
4512264 LOS ANGELES CA 91607 SFD 7.500 7.230 $2,559.13 360 1-May-26
4512271 SPARKS NV 89436 SFD 8.375 8.105 $645.30 360 1-Apr-26
4512282 SHERMAN OAKS CA 91423 SFD 7.500 7.230 $2,139.60 360 1-Jun-26
4512290 RIDGELAND MS 39157 SFD 8.000 7.730 $821.82 360 1-Apr-26
4512301 TEMPE AZ 85282 SFD 8.250 7.980 $937.59 360 1-Apr-26
4512318 WILTON CT 06897 SFD 8.625 8.355 $2,566.71 360 1-Jun-26
4512346 CULVER CITY CA 90230 SFD 8.125 7.855 $2,305.46 360 1-May-26
4512363 HOUSTON TX 77027 SFD 7.375 7.105 $1,864.83 360 1-May-26
4512382 LAWRENCE NY 11559 SFD 8.625 8.355 $2,138.93 360 1-May-26
4512398 EAST HAMPTON NY 11937 SFD 8.750 8.480 $2,769.19 360 1-Jun-26
4512411 TALENT OR 97540 SFD 8.625 8.355 $777.79 360 1-Apr-26
4512444 ARLINGTON TX 76013 SFD 7.750 7.480 $469.97 360 1-Apr-26
4512449 PRESCOTT AZ 86301 SFD 8.375 8.105 $1,026.10 360 1-May-26
4512462 GLENDALE CA 91207 SFD 8.750 8.480 $2,360.10 360 1-Apr-26
4512468 SAN JOSE CA 95120 SFD 7.625 7.355 $1,802.76 360 1-May-26
4512521 WEST UNIV. PLACE TX 77005 SFD 8.250 7.980 $2,954.74 360 1-May-26
4512526 ALVA OK 73717 SFD 7.375 7.105 $255.55 360 1-May-26
4512529 FORT LAUDERDALE FL 33327 SFD 8.000 7.730 $788.71 360 1-Mar-26
4512559 CHAPPAQUA NY 10514 SFD 7.875 7.605 $2,088.20 360 1-May-26
4512564 AUSTIN TX 78759 SFD 7.625 7.355 $1,528.13 360 1-Mar-26
4512587 MALBA NY 11357 SFD 8.500 8.230 $1,191.82 360 1-Apr-26
4512629 DANVILLE CA 94506 SFD 7.625 7.355 $2,700.24 360 1-May-26
4512646 THOUSAND OAKS CA 91360 SFD 7.625 7.355 $1,684.55 360 1-Apr-26
4512689 FAR HILLS NJ 07931 SFD 7.750 7.480 $3,582.07 360 1-May-26
4512741 APOPKA FL 32712 SFD 7.500 7.230 $849.55 360 1-Jun-26
4512749 SUN LEANDRO CA 94577 SFD 8.125 7.855 $1,800.56 360 1-Apr-26
4512763 MOORESTOWN NJ 08057 SFD 8.000 7.730 $1,791.12 360 1-Jun-26
4512770 SAN ANTONIO TX 78248 SFD 7.250 6.980 $2,390.35 360 1-Mar-26
4512816 SAN PEDRO CA 90731 SFD 8.375 8.105 $1,444.14 360 1-Apr-26
4512825 ROCHESTER MN 55901 SFD 7.500 7.230 $2,305.32 360 1-Jun-26
4512853 SAN JOSE CA 95130 SFD 8.125 7.855 $1,703.24 360 1-Apr-19
4512866 TORRANCE CA 90503 SFD 8.875 8.605 $1,913.52 360 1-Mar-19
4512873 CAMARILLO CA 93010 SFD 7.625 7.355 $1,523.71 360 1-Aug-19
4512877 HOCKESSIN DE 19707 SFD 7.875 7.605 $1,817.93 360 1-Mar-19
4512882 WALL NJ 07719 SFD 7.750 7.480 $3,027.01 360 1-Feb-19
4512886 SHORT HILLS NJ 07078 SFD 8.000 7.730 $3,511.15 360 1-Mar-19
4512890 WARREN NJ 07060 SFD 7.750 7.480 $3,106.38 360 1-Apr-19
4512895 SAN MATEO CA 94403 SFD 8.500 8.230 $1,819.12 360 1-Apr-19
4512897 RANCHO CUCAMONGA CA 91739 SFD 8.000 7.730 $2,704.81 360 1-Nov-19
4512900 TARZANA CA 91356 SFD 7.875 7.605 $1,812.68 360 1-May-26
4512924 FORT LEE NJ 07024 HCO 8.250 7.980 $3,125.27 360 1-May-26
4512934 ALPHARETTA GA 30202 SFD 8.625 8.355 $2,333.37 360 1-May-26
4512944 THOUSAND OAKS CA 91362 SFD 7.375 7.105 $2,187.71 360 1-Apr-26
4513068 RIVERSIDE CA 92506 SFD 8.375 8.105 $3,762.36 360 1-Apr-26
4513073 WESTMINSTER CA 92683 SFD 8.250 7.980 $1,774.87 360 1-Apr-26
4513103 MOUNT SINAI NY 11766 SFD 7.750 7.480 $1,702.20 360 1-May-26
4513159 MURRAY UT 84107 SFD 7.625 7.355 $1,801.34 360 1-Mar-26
4513177 BAYSIDE NY 11361 SFD 8.125 7.855 $2,316.60 360 1-May-26
4513178 CAMARILLO CA 93010 SFD 8.625 8.355 $1,733.42 360 1-Dec-18
4513192 MISSION VIEJO CA 92692 SFD 7.750 7.480 $1,801.54 360 1-Sep-19
4513193 SAN FRANCISCO CA 94114 SFD 8.250 7.980 $3,117.76 360 1-May-26
4513226 PALO ALTO CA 94305 SFD 7.750 7.480 $2,154.97 360 1-May-26
4513253 EL SEGUNDO CA 90245 SFD 7.750 7.480 $1,934.31 360 1-Mar-26
4513260 DIX HILLS NY 11746 SFD 8.125 7.855 $2,784.37 360 1-May-26
4513261 ALBUQUERQUE NM 87107 SFD 8.625 8.355 $2,123.37 360 1-May-26
4513275 BOYNTON BEACH FL 33426 SFD 9.000 8.730 $663.81 360 1-Apr-26
4513296 CHULA VISTA CA 91911 LCO 9.250 8.980 $554.48 360 1-Apr-26
4513303 LA HABRA CA 90631 SFD 8.250 7.980 $1,081.83 360 1-Apr-26
4513316 WESTLAKE VILLAGE CA 91362 SFD 8.250 7.980 $3,155.32 360 1-May-26
4513320 CORAL SPRINGS FL 33071 SFD 8.500 8.230 $2,422.08 360 1-Apr-26
4513325 CLIFTON NJ 07011 SFD 8.750 8.480 $1,233.16 360 1-Jun-26
4513336 MONROE NY 10950 SFD 8.250 7.980 $706.20 360 1-May-26
4513368 BAY SHORE NY 11706 SFD 8.250 7.980 $1,859.39 360 1-May-26
4513372 BEDFORD HILLS NY 10507 SFD 8.375 8.105 $5,700.55 360 1-Jun-26
4513442 AUBURN OH 44022 SFD 9.000 8.730 $811.06 360 1-Apr-26
4513452 ROSLYN HEIGHTS NY 11577 LCO 8.000 7.730 $2,619.54 360 1-Jun-26
4513463 PLYMOUTH VT 05056 SFD 8.250 7.980 $563.45 360 1-Apr-26
4513476 WILMINGTON NY 12997 SFD 8.250 7.980 $225.38 360 1-May-26
4513486 CALABASAS CA 91302 SFD 8.500 8.230 $2,483.60 360 1-May-26
4513489 RANCHO PALOS VERDES CA 90074 SFD 7.375 7.105 $2,624.57 360 1-May-26
4513502 MONTVILLE NJ 07045 SFD 8.500 8.230 $1,660.86 360 1-Jun-26
4513548 MIDDLETOWN MD 21769 SFD 7.750 7.480 $1,626.26 360 1-Mar-26
4513550 MUIR BEACH CA 94965 SFD 7.875 7.605 $2,888.68 360 1-Mar-26
4513555 GLEN ROSE TX 76043 SFD 7.500 7.230 $1,793.14 360 1-Mar-26
4513559 MEDIA PA 19063 SFD 8.375 8.105 $760.08 360 1-Apr-26
4513561 SCOTTS VALLEY CA 95066 SFD 7.875 7.605 $1,705.73 360 1-May-26
4513590 PALO ALTO CA 94303 SFD 7.750 7.480 $1,873.42 360 1-May-26
4513593 LOS ANGELES CA 91316 SFD 8.500 8.230 $738.16 360 1-Apr-26
4513617 EAST WILLISTON NY 11596 SFD 8.000 7.730 $1,562.92 360 1-Jun-26
4513639 MARCO ISLAND FL 33937 SFD 9.000 8.730 $1,029.92 360 1-Apr-26
4513705 HANCOCK NY 13783 SFD 8.625 8.355 $388.90 360 1-Apr-26
4513739 HAWTHORNE CA 90250 SFD 8.625 8.355 $1,088.91 360 1-May-26
4513768 BRUSH PRARIE WA 98606 SFD 7.625 7.355 $2,514.80 360 1-Apr-26
4513791 MIAMI BEACH FL 33140 SFD 7.875 7.605 $2,668.26 360 1-Apr-26
4513797 LA JOLLA CA 92037 SFD 8.125 7.855 $2,315.11 360 1-Mar-26
4513854 MEMPHIS TN 38120 SFD 8.000 7.730 $1,808.00 360 1-May-26
4513855 SAN JOSE CA 95125 SFD 7.625 7.355 $1,719.94 360 1-May-26
4513868 WATSONVILLE CA 95076 SFD 7.875 7.605 $1,948.99 360 1-May-26
4513886 WINDSOR LOCKS CT 06096 SFD 7.875 7.605 $986.09 360 1-May-26
4513896 FORT LAUDERDALE FL 33308 SFD 7.750 7.480 $2,040.35 360 1-Jun-26
4513966 PAGOSA SPRINGS CO 81147 SFD 8.375 8.105 $1,466.94 360 1-Apr-26
4514015 BILLERICA MA 01821 SFD 8.250 7.980 $990.93 360 1-May-26
4514030 LOS ANGELES CA 90004 SFD 8.625 8.355 $2,022.26 360 1-Apr-26
4514068 CHATHAM NJ 07928 SFD 8.125 7.855 $1,707.75 360 1-Jun-26
4514093 REDWOOD CITY CA 94061 SFD 8.500 8.230 $1,868.46 360 1-May-26
4514099 BETHPAGE NY 11214 SFD 8.250 7.980 $1,652.79 360 1-Jun-26
4514114 VALLEY STREAM NY 11580 SFD 9.125 8.855 $969.85 360 1-May-26
4514176 LAKEVILLE MN 55044 SFD 7.750 7.480 $1,798.20 360 1-May-26
4514195 SHERMAN OAKS CA 91403 SFD 8.250 7.980 $1,621.99 360 1-Apr-26
4514227 LAKE FOREST IL 60045 SFD 8.000 7.730 $3,175.74 360 1-May-26
4514247 FT WALTON BEACH FL 32547 SFD 7.875 7.605 $2,617.51 360 1-Apr-26
4514256 RANCHO PALOS VERDES CA 90275 SFD 7.875 7.605 $2,169.41 360 1-May-26
4514258 SANTA FE NM 87505 SFD 8.125 7.855 $2,017.37 360 1-Jun-26
4514272 FORNEY TX 75126 SFD 7.750 7.480 $2,027.45 360 1-Mar-26
4514284 LOS ALTOS CA 94024 SFD 8.500 8.230 $3,469.34 360 1-May-26
4514294 PALM COAST FL 32137 SFD 8.500 8.230 $479.81 360 1-Jun-26
4514298 DESTIN FL 32541 SFD 8.375 8.105 $3,800.37 360 1-May-26
4514328 DALLAS GA 30132 SFD 8.375 8.105 $607.30 360 1-Apr-26
4514338 ENGLEWOOD CLIFFS NJ 07632 SFD 8.500 8.230 $2,418.23 360 1-May-26
4514366 LA CANADA FLINTRIDGE CA 91011 SFD 7.875 7.605 $2,208.20 360 1-May-26
4514504 CLIFFSIDE PARK NJ 07010 HCO 8.875 8.605 $1,193.47 360 1-May-26
4514514 GILBERT AZ 85234 SFD 8.125 7.855 $1,670.62 360 1-Apr-26
4514518 SYOSSET NY 11791 SFD 8.375 8.105 $4,180.40 360 1-Jul-26
4514538 SACRAMENTO CA 95821 SFD 8.000 7.730 $544.46 360 1-Apr-26
4514542 MILLBURN NJ 07078 SFD 9.000 8.730 $2,439.62 360 1-May-26
4514549 EAST HAMPTON NY 11937 SFD 8.625 8.355 $2,078.26 360 1-May-26
4514555 NORWALK CT 06850 SFD 8.625 8.355 $1,166.69 360 1-May-26
4514565 MIAMI FL 33186 SFD 8.500 8.230 $1,261.02 360 1-May-26
4514570 MILLBRAE CA 94030 SFD 8.625 8.355 $2,177.81 360 1-Apr-26
4514576 FT LAUDERDALE FL 33331 SFD 7.875 7.605 $3,596.34 360 1-Apr-26
4514585 OLYMPIA WA 98513 SFD 7.750 7.480 $1,787.95 360 1-Mar-26
4514602 EAST MEADOW NY 11554 SFD 9.000 8.730 $1,383.96 360 1-May-26
4514620 BEVERLY HILLS CA 90210 SFD 7.875 7.605 $2,537.75 360 1-Jun-26
4514665 JAMAICA PLAIN MA 02130 LCO 7.875 7.605 $1,682.16 360 1-Mar-26
4514723 LA PALMA CA 90623 SFD 8.750 8.480 $1,688.66 360 1-May-26
4514737 MONTCLAIR NJ 07042 SFD 7.375 7.105 $2,265.42 360 1-Jun-26
4514763 KATY TX 77450 SFD 7.875 7.605 $2,139.68 360 1-Jun-26
4514766 YONKERS NY 10703 SFD 8.875 8.605 $1,933.42 360 1-Jun-26
4514769 BARRINGTON IL 60010 SFD 7.625 7.355 $2,123.39 360 1-May-26
4514772 REDWOOD CITY CA 94062 SFD 8.000 7.730 $1,937.14 360 1-May-26
4514775 SIMI VALLEY CA 93065 SFD 7.875 7.605 $1,722.04 360 1-Apr-26
4514815 NANTUCKET MA 02554 SFD 8.125 7.855 $1,874.07 360 1-May-26
4514832 SALT LAKE CITY UT 84124 SFD 7.500 7.230 $1,583.73 360 1-Mar-26
4514883 YUBA CITY CA 95991 SFD 8.000 7.730 $2,406.75 360 1-Jun-26
4514890 PHOENIX AZ 85018 SFD 8.875 8.605 $935.68 360 1-May-26
4514903 TORRANCE CA 90501 SFD 8.250 7.980 $1,923.25 360 1-May-26
4514958 GLEN RIDGE NJ 07028 SFD 8.250 7.980 $1,836.10 360 1-Jun-26
4515047 GREENWICH CT 06830 SFD 8.125 7.855 $2,803.67 360 1-Jun-26
4515059 COLD SPRING HARBOR NY 11724 SFD 8.000 7.730 $2,274.68 360 1-Apr-26
4515063 DEWEY BEACH DE 19971 SFD 9.375 9.105 $1,781.61 360 1-May-26
4515066 NEWTON MA 02159 SFD 8.750 8.480 $2,352.23 360 1-Apr-26
4515074 THOUSAND OAKS CA 91362 SFD 7.375 7.105 $2,558.95 360 1-Apr-26
4515099 HIGHLANDS RANCH CO 80126 LCO 8.750 8.480 $674.99 360 1-May-26
4515118 LOS ANGELES CA 90066 SFD 7.500 7.230 $2,517.18 360 1-Jun-26
4515142 CRYSTAL LAKE IL 60014 SFD 7.750 7.480 $1,891.33 360 1-Mar-26
4515146 RIDGEWOOD NJ 07450 SFD 8.625 8.355 $3,045.05 360 1-May-26
4515151 ATLANTA GA 30306 SFD 7.375 7.105 $1,499.11 360 1-Mar-26
4515167 PEORIA AZ 85381 SFD 8.750 8.480 $1,878.64 360 1-Apr-26
4515190 MONROVIA CA 91016 SFD 8.125 7.855 $1,707.75 360 1-Jun-26
4515249 OURAY CO 81427 SFD 7.875 7.605 $2,088.20 360 1-Jun-26
4515271 DOWNEY CA 90240 SFD 8.500 8.230 $1,847.70 360 1-May-26
4515290 LOS ANGELES CA 90068 SFD 8.375 8.105 $2,037.00 360 1-Apr-26
4515314 LA JOLLA CA 92037 LCO 8.250 7.980 $1,715.89 360 1-Apr-26
4515316 NAPLES FL 33962 SFD 8.250 7.980 $703.19 360 1-Apr-26
4515325 PARADISE VALLEY AZ 85253 SFD 8.750 8.480 $2,832.12 360 1-Apr-26
4515327 SANTA CLARA CA 95051 SFD 7.875 7.605 $1,615.46 360 1-Jun-26
4515336 BETHESDA MD 20817 SFD 7.875 7.605 $2,247.72 360 1-Jun-26
4515344 SCOTTSDALE AZ 85260 SFD 9.125 8.855 $2,213.08 360 1-Apr-26
4515349 LITTLE SILVER NJ 07739 SFD 8.625 8.355 $1,998.92 360 1-Jun-26
4515355 WESTWOOD NJ 07675 SFD 8.000 7.730 $1,367.74 360 1-May-26
4515379 LAUREL MD 20724 SFD 8.000 7.730 $1,627.12 360 1-Apr-26
4515391 ASHBURN VA 22011 SFD 8.125 7.855 $1,717.40 360 1-Apr-26
4515394 NEWTON MA 02167 SFD 8.500 8.230 $2,068.38 360 1-Apr-26
4515397 PARKLAND FL 33067 SFD 8.625 8.355 $2,551.16 360 1-May-26
4515399 ORANGE BEACH AL 36561 HCO 8.500 8.230 $2,152.96 360 1-May-26
4515414 WHITE PLAINS NY 10603 LCO 8.875 8.605 $626.58 360 1-May-26
4515464 BUCKINGHAM PA 18925 SFD 8.625 8.355 $1,765.98 360 1-Jun-26
4515524 UPPER DUBLIN PA 19002 SFD 7.625 7.355 $1,831.42 360 1-Apr-26
4515574 LAKE WORTH FL 33467 SFD 8.625 8.355 $944.63 360 1-May-26
4515597 SALINAS CA 93908 SFD 8.500 8.230 $1,829.63 360 1-Apr-26
4515608 THOUSAND OAKS CA 91362 SFD 8.125 7.855 $1,856.24 360 1-Apr-26
4515609 VIENNA VA 22181 SFD 7.500 7.230 $2,606.68 360 1-Mar-26
4515615 ENGLEWOOD CO 80110 SFD 7.875 7.605 $1,631.41 360 1-Apr-26
4515618 WASHINGTON DC 20015 SFD 8.250 7.980 $1,863.15 360 1-Mar-26
4515649 PACIFIC GROVE CA 93950 SFD 7.750 7.480 $2,853.12 360 1-Jun-26
4515652 OAKTON VA 22124 SFD 7.000 6.730 $1,729.79 360 1-Apr-26
4515665 EAST HAMPTON NY 11937 SFD 9.250 8.980 $3,300.99 360 1-May-26
4515666 DANA POINT CA 92624 SFD 8.250 7.980 $2,674.51 360 1-May-26
4515687 HONOLULU HI 96816 SFD 8.250 7.980 $4,289.74 360 1-May-26
4515699 BROOKLYN NY 11235 SFD 7.875 7.605 $1,721.32 360 1-Jun-26
4515715 SAN CLEMENTE CA 92673 SFD 8.250 7.980 $1,878.17 360 1-Jun-26
4515776 HOLMDEL NJ 07733 SFD 8.000 7.730 $2,612.21 360 1-Jun-26
4515782 COCKEYSVILLE MD 21030 SFD 8.250 7.980 $2,235.02 360 1-Apr-26
4515784 MORRIS PLAINS NJ 07950 SFD 8.125 7.855 $2,372.28 360 1-Jun-26
4515785 EVERGREEN CO 80439 SFD 8.000 7.730 $4,365.90 360 1-May-26
4515796 ALEXANDRIA VA 22306 SFD 8.000 7.730 $1,554.12 360 1-May-26
4515801 THOUSAND OAKS CA 91360 SFD 8.875 8.605 $2,068.68 360 1-Apr-26
4515803 INDIANPOLIS IN 46278 SFD 7.750 7.480 $1,687.87 360 1-Jun-26
4515813 YORBA LINDA CA 92686 SFD 7.750 7.480 $1,937.18 360 1-May-26
4515860 MANHATTAN BEACH CA 90266 SFD 8.125 7.855 $2,762.09 360 1-May-26
4515861 LEXINGTON MA 02173 SFD 7.875 7.605 $2,850.66 240 1-May-16
4515870 BALTIMORE MD 21209 SFD 8.000 7.730 $2,256.33 360 1-Jun-26
4515878 ALPHARETTA GA 30202 SFD 8.750 8.480 $742.65 360 1-Apr-26
4515891 FORT LEE NJ 07024 SFD 7.875 7.605 $2,273.82 360 1-Jun-26
4515915 MARCO ISLAND FL 33937 SFD 9.125 8.855 $1,617.10 360 1-Apr-26
4515922 BOULDER CO 80304 SFD 8.375 8.105 $2,280.22 360 1-Jun-26
4515932 ARMONK NY 10598 SFD 8.375 8.105 $2,219.42 360 1-Jun-26
4515945 PHOENIX AZ 85013 SFD 8.750 8.480 $2,054.08 360 1-Apr-26
4515953 NEW YORK NY 10019 HCO 9.750 9.480 $4,252.82 360 1-Jun-26
4515985 ALBUQUERQUE NM 87111 SFD 7.750 7.480 $1,719.39 360 1-May-26
4516014 GOLDEN CO 80401 SFD 7.750 7.480 $2,328.34 360 1-May-26
4516019 SANTA CLARA CA 95051 SFD 8.000 7.730 $2,799.68 360 1-May-26
4516122 CHAPPAQUA NY 10514 SFD 7.625 7.355 $1,980.06 360 1-Jun-26
4516188 SAN ANTONIO TX 78212 SFD 8.000 7.730 $2,641.56 360 1-Jun-26
4516209 SOUTHAMPTON NY 11968 SFD 8.750 8.480 $2,163.43 360 1-May-26
4516266 NAPERVILLE IL 60565 SFD 7.625 7.355 $1,951.81 240 1-Jun-16
4516310 CHESTERFIELD MO 63017 SFD 8.625 8.355 $1,817.70 360 1-May-26
4516314 AVON CO 81620 LCO 8.375 8.105 $713.26 360 1-May-26
4516334 LAGUNA NIGUEL CA 92656 SFD 7.875 7.605 $1,921.44 360 1-Apr-26
4516345 LA JOLLA CA 92037 LCO 8.000 7.730 $1,367.00 360 1-Apr-26
4516352 DIAMOND BAR CA 91765 SFD 7.875 7.605 $1,582.46 360 1-Apr-26
4516353 SIMI VALLEY CA 93063 SFD 8.750 8.480 $1,792.10 360 1-May-26
4516360 CORAL SPRINGS FL 33071 LCO 8.750 8.480 $242.30 360 1-May-26
4516365 THOUSAND OAKS CA 91362 SFD 6.500 6.230 $1,698.05 360 1-Apr-26
4516409 GAITHERSBURG MD 20879 SFD 7.750 7.480 $1,805.36 360 1-Jun-26
4516415 NEWTOWN SQUARE PA 19073 SFD 7.750 7.480 $1,953.86 240 1-Jun-16
4516441 UPPER SADDLE RIVER NJ 07458 SFD 8.000 7.730 $1,774.25 360 1-Jun-26
4516487 MOUNT VERNON OH 43050 SFD 8.500 8.230 $1,997.64 360 1-Apr-26
4516491 FAIRFAX VA 22030 SFD 7.625 7.355 $1,840.27 360 1-Jun-26
4516520 RICHLAND WA 99352 SFD 8.125 7.855 $1,871.10 360 1-May-26
4516526 JERICHO NY 11753 SFD 8.500 8.230 $2,207.58 360 1-Apr-26
4516546 EL DORADO HILLS CA 95762 SFD 8.625 8.355 $1,680.03 360 1-Apr-26
4516548 SAN ANTONIO TX 78212 SFD 8.125 7.855 $2,346.30 360 1-Jun-26
4516550 GLENDALE CA 91201 SFD 8.250 7.980 $1,972.08 360 1-Apr-26
4516552 LA QUINTA CA 92253 LCO 8.500 8.230 $2,214.48 360 1-Apr-26
4516566 MANALAPAN NJ 07726 SFD 7.500 7.230 $1,573.24 360 1-Jun-26
4516600 ALBUQUERQUE NM 87122 SFD 7.750 7.480 $1,931.45 360 1-Jun-26
4516631 HONOLULU HI 96813 SFD 8.375 8.105 $3,671.15 360 1-Apr-26
4516645 PLANO TX 75093 SFD 8.250 7.980 $3,643.65 360 1-May-26
4516663 MISSION VIEJO CA 92692 SFD 7.750 7.480 $2,154.97 360 1-May-26
4516671 THOUSAND OAKS CA 91362 LCO 7.500 7.230 $2,046.61 360 1-Mar-26
4516689 BEECHHURST NY 11357 SFD 8.375 8.105 $1,033.70 360 1-Jun-26
4516693 SAN JOSE CA 95139 SFD 8.500 8.230 $1,161.06 360 1-May-26
4516714 CASTRO VALLEY CA 94552 SFD 8.125 7.855 $2,030.73 360 1-May-26
4516723 LOS ANGELES CA 90005 SFD 7.875 7.605 $2,247.72 360 1-May-26
4516726 WAYNE IL 60184 SFD 7.750 7.480 $2,550.43 360 1-Jun-26
4516730 DANA POINT CA 92629 SFD 8.375 8.105 $1,474.55 360 1-May-26
4516742 MAMARONECK NY 10543 SFD 8.750 8.480 $1,353.13 360 1-May-26
4516746 LARGO FL 34648 SFD 8.250 7.980 $1,923.24 360 1-Apr-26
4516756 BLACK BUTTE RANCH OR 97759 SFD 7.875 7.605 $2,900.28 360 1-May-26
4516762 WEST HOLLYWOOD CA 90069 HCO 9.000 8.730 $535.08 360 1-May-26
4516780 SAN FRANCISCO CA 94116 SFD 8.000 7.730 $1,423.51 360 1-May-26
4516781 LOS GATOS CA 95030 SFD 8.000 7.730 $3,090.99 360 1-Jun-26
4516786 COMMACK NY 11725 SFD 8.500 8.230 $1,042.65 360 1-May-26
4516791 NORTHRIDGE CA 91326 SFD 8.875 8.605 $1,635.85 360 1-May-26
4516809 STAMFORD CT 06902 SFD 7.875 7.605 $2,262.22 360 1-Jun-26
4516837 SAN MARTIN CA 95046 SFD 7.875 7.605 $2,755.27 360 1-Jun-26
4516847 NORTHPORT NY 11768 SFD 8.875 8.605 $1,432.17 360 1-Jun-26
4516872 MIDDLETOWN NJ 07701 SFD 8.000 7.730 $2,156.17 360 1-Jun-26
4516894 LONGMONT CO 80504 SFD 8.000 7.730 $2,205.70 360 1-Mar-26
4516899 RANCHO PALOS VERDES CA 90275 SFD 8.125 7.855 $3,207.59 360 1-Jun-26
4516901 RANCHO PALOS VERDES CA 90275 SFD 8.125 7.855 $2,561.62 360 1-Jun-26
4516909 THOUSAND OAKS CA 91362 SFD 8.250 7.980 $2,169.29 360 1-Apr-26
4516936 STATELINE NV 89449 SFD 8.000 7.730 $1,577.60 360 1-Jun-26
4516949 LOS GATOS CA 95032 SFD 7.875 7.605 $2,218.72 360 1-May-26
4516951 SAN JOSE CA 95120 SFD 7.875 7.605 $3,219.31 360 1-May-26
4516956 PLYMOUTH MA 02360 SFD 8.000 7.730 $1,849.09 360 1-May-26
4516957 BURBANK CA 91501 SFD 8.375 8.105 $1,748.17 360 1-May-26
4516968 CHICAGO IL 60613 SFD 8.000 7.730 $2,518.28 360 1-Jun-26
4516973 WARREN NJ 07059 SFD 8.500 8.230 $1,906.91 360 1-Jun-26
4516984 WOODLAND HILLS CA 91364 SFD 7.750 7.480 $2,077.60 360 1-May-26
4517022 SAN JOSE CA 95131 SFD 8.875 8.605 $1,750.42 360 1-Apr-26
4517023 NEW SUFFOLK NY 11956 SFD 8.250 7.980 $2,253.80 360 1-Jun-26
4517030 CLARKSVILLE TN 37043 SFD 8.375 8.105 $1,771.73 360 1-May-26
4517033 NORTH MIAMI BEACH FL 33160 SFD 8.625 8.355 $2,395.60 360 1-Jun-26
4517043 GOOSE CREEK SC 29445 SFD 8.375 8.105 $1,702.57 360 1-Jun-26
4517048 CLEVELAND TN 37312 SFD 8.375 8.105 $2,379.03 360 1-May-26
4517051 SHERMAN OAKS CA 91423 LCO 8.750 8.480 $736.36 360 1-May-26
4517061 HEMPSTEAD NY 11552 SFD 8.500 8.230 $1,999.18 360 1-May-26
4517091 LAS VEGAS NV 89109 HCO 8.875 8.605 $471.02 360 1-May-26
4517096 OAKLAND MD 21550 SFD 8.500 8.230 $2,076.07 360 1-Jun-26
4517107 JACKSONVILLE BEACH FL 32250 SFD 8.875 8.605 $635.73 360 1-May-26
4517136 PORTLAND OR 97229 SFD 8.000 7.730 $1,900.82 240 1-Jun-16
4517142 LEVITTOWN NY 11756 SFD 8.875 8.605 $957.96 360 1-Jun-26
4517148 ST. PETERSBURG FL 33702 LCO 8.875 8.605 $267.34 360 1-Apr-26
4517174 WILTON CT 06897 SFD 8.250 7.980 $2,141.11 360 1-May-26
4517178 HOWELL NJ 07727 SFD 7.375 7.105 $1,723.93 360 1-Jul-26
4517183 SANTA FE NM 87501 SFD 8.875 8.605 $1,845.90 360 1-May-26
4517191 MALVERNE NY 11565 SFD 8.625 8.355 $1,205.58 360 1-Jun-26
4517202 SAN MATEO CA 94401 HCO 7.875 7.605 $1,631.41 360 1-Apr-26
4517336 NEW MILFORD NJ 07646 SFD 8.625 8.355 $1,283.36 360 1-May-26
4517369 PEMBROKE PINES FL 33028 SFD 8.875 8.605 $891.53 360 1-Jun-26
4517397 OCEAN CITY MD 21842 LCO 8.875 8.605 $489.33 360 1-Jun-26
4517412 NORTH MIAMI BEACH FL 33179 SFD 8.375 8.105 $766.16 360 1-May-26
4517427 CENTRAL POINT OR 97502 SFD 8.625 8.355 $563.90 360 1-May-26
4517428 BOCA RATON FL 33498 SFD 8.625 8.355 $1,219.57 360 1-Apr-26
4517432 MIAMI FL 33176 SFD 7.875 7.605 $1,885.18 360 1-Apr-26
4517439 PASADENA CA 91107 SFD 8.625 8.355 $1,400.02 360 1-Apr-26
4517455 TUCSON AZ 85749 SFD 7.750 7.480 $2,292.52 360 1-Apr-26
4517504 WEST PALM BEACH FL 33414 SFD 8.250 7.980 $495.84 360 1-Jun-26
4517505 IRVINE CA 92714 SFD 8.625 8.355 $1,884.20 360 1-May-26
4517580 SAN JOSE CA 95120 SFD 7.875 7.605 $3,882.75 360 1-Jun-26
4517589 LUDLOW VT 05149 LCO 9.125 8.855 $2,278.18 360 1-Jun-26
4517641 MCGREGOR TX 76657 SFD 8.125 7.855 $1,937.92 360 1-May-26
4517649 PERKIOMENVILLE PA 18074 SFD 8.875 8.605 $2,305.39 360 1-May-26
4517659 SPRING TX 77379 SFD 7.875 7.605 $1,600.60 360 1-Jun-26
4517741 WESTCHESTER CA 90045 SFD 8.250 7.980 $1,772.99 360 1-May-26
4517772 CAPE CORAL FL 33904 SFD 8.250 7.980 $2,817.25 360 1-Apr-26
4517776 WOODCLIFF LAKE NJ 07675 SFD 8.375 8.105 $2,584.25 360 1-Jun-26
4517783 GEORGETOWN MA 01833 SFD 8.250 7.980 $1,983.34 360 1-May-26
4517790 SAN MATEO CA 94401 LCO 8.500 8.230 $1,980.72 360 1-Apr-26
4517814 PEMBROKE PINES FL 33028 SFD 8.875 8.605 $860.49 360 1-May-26
4517882 WESTMINSTER MD 21157 SFD 8.125 7.855 $1,670.62 360 1-Jun-26
4517901 KINNELON NJ 07405 SFD 8.625 8.355 $2,061.15 360 1-May-26
4517925 MOORPARK CA 93021 SFD 7.750 7.480 $1,958.68 360 1-Jun-26
4517971 BAY SHORE NY 11706 SFD 8.875 8.605 $782.92 360 1-May-26
4517999 MCLEAN VA 22101 SFD 8.875 8.605 $3,978.23 360 1-May-26
4518029 GARDNERVILLE NV 89410 SFD 7.250 6.980 $2,080.64 360 1-Apr-26
4518032 PALATINE IL 60067 SFD 7.500 7.230 $1,748.04 360 1-Jun-26
4518054 SHOREHAM NY 11786 SFD 8.875 8.605 $1,050.26 360 1-Jun-26
4518105 CALABASAS CA 91302 SFD 8.375 8.105 $2,249.82 360 1-May-26
4518109 MANHATTAN BEACH CA 90266 SFD 7.875 7.605 $3,596.35 360 1-May-26
4518113 HARRISON NY 10604 SFD 8.125 7.855 $1,633.50 360 1-May-26
4518121 PLAINVIEW NY 11803 SFD 9.250 8.980 $1,546.63 360 1-Jun-26
4518144 HUNTINGTON NY 11743 SFD 8.875 8.605 $668.35 360 1-Jun-26
4518150 KAILUA-KONA HI 96740 SFD 7.875 7.605 $2,256.78 360 1-May-26
4518167 FAIRFIELD CT 06330 SFD 7.750 7.480 $1,994.50 360 1-Jun-26
4518196 GILROY CA 95020 SFD 8.000 7.730 $1,731.69 360 1-Jun-26
4518238 NEWARK DE 19711 SFD 7.875 7.605 $1,790.93 360 1-Jun-26
4518350 NEWTON MA 02159 SFD 8.375 8.105 $2,675.46 360 1-Jun-26
4518363 BASKING RIDGE NJ 07920 SFD 8.375 8.105 $2,366.87 360 1-May-26
4518371 MARBLE FALLS TX 78654 SFD 8.625 8.355 $1,995.81 360 1-May-26
4518373 WASHINGTON DC 20015 SFD 7.500 7.230 $2,127.37 360 1-May-26
4518383 WEST PALM BEACH FL 33406 SFD 8.500 8.230 $430.60 360 1-May-26
4518384 PASADENA CA 91004 SFD 8.375 8.105 $2,128.21 360 1-May-26
4518392 BRENTWOOD TN 37027 SFD 8.625 8.355 $2,613.38 360 1-May-26
4518403 CHARLESTON RI 02813 SFD 8.500 8.230 $1,418.65 360 1-Jun-26
4518412 BALTIMORE MD 21220 SFD 9.000 8.730 $708.07 360 1-May-26
4518413 NEWTON MA 02159 SFD 7.625 7.355 $1,925.20 360 1-Jun-26
4518421 NEW CANAAN CT 06840 SFD 8.250 7.980 $2,734.62 360 1-May-26
4518424 MARCO ISLAND FL 33937 SFD 8.375 8.105 $1,824.18 360 1-Jun-26
4518433 HAMPSTEAD NC 28446 SFD 9.125 8.855 $1,192.79 360 1-May-26
4518455 MORGAN HILL CA 95037 SFD 7.750 7.480 $2,057.54 360 1-Jun-26
4518470 SAYVILLE NY 11782 SFD 7.750 7.480 $1,662.08 360 1-Jun-26
4518476 AMAGANSETT NY 11930 SFD 8.750 8.480 $7,867.01 360 1-Jun-26
4518477 SHORT HILLS NJ 07078 SFD 7.500 7.230 $2,831.82 360 1-May-26
4518486 BRONXVILLE NY 10708 SFD 8.625 8.355 $1,400.03 360 1-May-26
4518489 MCDONOUGH GA 30252 SFD 8.625 8.355 $443.35 360 1-May-26
4518495 EVESHAM NJ 08053 SFD 8.000 7.730 $642.78 360 1-May-26
4518514 LOS ANGELES CA 90064 SFD 8.250 7.980 $2,013.40 360 1-Jun-26
4518520 PURCELLVILLE VA 22132 SFD 8.375 8.105 $1,392.45 360 1-May-26
4518523 NEW ORLEANS LA 70115 SFD 8.250 7.980 $1,690.35 360 1-May-26
4518546 REDLANDS CA 92373 SFD 7.875 7.605 $1,885.19 360 1-May-26
4518548 WELLINGTON FL 33414 PUD 8.750 8.480 $510.38 360 1-May-26
4518558 ROXBURY NY 12474 SFD 9.000 8.730 $321.85 360 1-Jun-26
4518573 OREM UT 84058 SFD 8.375 8.105 $1,995.19 360 1-Apr-26
4518620 THOUSAND OAKS CA 91362 SFD 9.000 8.730 $2,244.50 360 1-May-26
4518635 LAKE OSWEGO OR 97034 SFD 7.875 7.605 $1,812.68 360 1-Jun-26
4518664 BOULDER CO 80302 SFD 7.875 7.605 $2,291.22 360 1-Jun-26
4518707 BOCA RATON FL 33498 SFD 8.625 8.355 $2,155.65 360 1-May-26
4518714 CUMMING GA 30131 SFD 8.625 8.355 $1,137.13 360 1-May-26
4518771 COLTS NECK NJ 07722 SFD 7.750 7.480 $2,220.88 360 1-Jun-26
4518814 LOS ANGELES CA 90077 SFD 9.375 9.105 $2,339.30 360 1-May-26
4518832 POMONA CA 91768 SFD 8.750 8.480 $575.28 360 1-Jun-26
4518846 BERWYN PA 19312 SFD 8.125 7.855 $1,670.62 360 1-Jul-26
4518877 LAS VEGAS NV 89117 SFD 8.500 8.230 $2,537.41 360 1-Apr-26
4518886 MARCO ISLAND FL 33937 SFD 9.000 8.730 $1,260.85 360 1-Apr-26
4519090 NAPLES FL 33989 LCO 9.125 8.855 $295.35 360 1-May-26
4519108 GERMANTOWN TN 38139 SFD 8.125 7.855 $1,856.25 360 1-Jun-26
4519161 SAN JOSE CA 95125 SFD 8.625 8.355 $2,485.04 360 1-Jun-26
4519172 CLINTON NY 12538 SFD 8.125 7.855 $2,984.84 360 1-Jul-26
4519227 SIERRA MADRE CA 91024 SFD 8.250 7.980 $2,028.43 360 1-Apr-26
4519233 KENSINGTON CA 94707 SFD 8.625 8.355 $3,558.39 360 1-May-26
4519293 EL CERRITO CA 94530 SFD 8.125 7.855 $1,241.46 360 1-Apr-26
4519296 OXNARD CA 93030 SFD 8.125 7.855 $1,992.86 360 1-Apr-26
4519329 NATIONAL PARK NJ 08063 SFD 8.125 7.855 $439.56 360 1-Jun-26
4519428 POMPANO BEACH FL 33062 SFD 8.375 8.105 $1,824.18 360 1-Jul-26
4519443 PEMBROKE PINES FL 33025 PUD 9.000 8.730 $523.81 360 1-May-26
4519445 MIAMI FL 33185 SFD 8.875 8.605 $1,113.91 360 1-Jun-26
4519448 WATER MILL NY 11968 SFD 9.375 9.105 $2,651.21 360 1-Jun-26
4519527 LONGMONT CO 80503 SFD 8.625 8.355 $2,145.92 360 1-Jun-26
4519529 PHOENIX AZ 85018 SFD 8.500 8.230 $1,766.20 360 1-Apr-26
4519570 SPRINGBORO OH 45066 SFD 8.500 8.230 $530.56 360 1-Jun-26
4519585 ASHLAND OR 97520 SFD 8.625 8.355 $1,743.03 360 1-May-26
4519608 SOUTHAMPTON NY 11968 SFD 8.875 8.605 $1,646.99 360 1-Jun-26
4519610 AVON CO 81620 LCO 8.875 8.605 $922.95 360 1-Jun-26
4519705 FREMONT CA 94538 SFD 9.125 8.855 $1,288.80 360 1-May-26
4519723 FORT LAUDERDALE FL 33327 SFD 8.500 8.230 $2,399.02 360 1-Jun-26
4519727 CORTLANDT MANOR NY 10566 SFD 8.500 8.230 $1,913.06 360 1-Jun-26
4519729 ELK GROVE CA 95624 SFD 8.000 7.730 $2,201.30 360 1-Apr-26
4519813 FOSTER CITY CA 94404 LCO 8.750 8.480 $2,511.15 360 1-May-26
4519869 MACON GA 31210 SFD 8.375 8.105 $1,995.19 360 1-Apr-26
4519876 CARDIFF CA 92007 SFD 8.625 8.355 $1,711.14 360 1-May-26
4519919 BRENTWOOD TN 37027 SFD 8.625 8.355 $2,100.04 360 1-May-26
4519955 DEVON PA 19333 SFD 8.000 7.730 $1,584.94 360 1-Jul-26
4520004 DESTIN FL 32541 SFD 9.000 8.730 $683.93 360 1-Jun-26
4520039 THOUSAND OAKS CA 91360 LCO 9.000 8.730 $2,207.89 360 1-May-26
4520084 PURCHASE NY 10577 SFD 8.000 7.730 $1,687.66 360 1-Jul-26
4520114 LA VERNE CA 91750 SFD 7.750 7.480 $2,407.15 360 1-Apr-26
4520126 BELMONT CA 94002 SFD 8.250 7.980 $2,531.77 360 1-May-26
4520132 ORANGE CA 92669 SFD 8.000 7.730 $1,981.17 360 1-Apr-26
4520134 TAMPA FL 33647 SFD 7.500 7.230 $1,598.41 360 1-Feb-26
4520140 VALLEJO CA 94591 SFD 8.125 7.855 $1,830.63 360 1-Apr-26
4520141 HENDERSON NV 89014 SFD 8.250 7.980 $1,726.04 360 1-Apr-26
4520152 STERLING VA 20165 SFD 8.500 8.230 $1,875.38 360 1-Apr-26
4520153 LOS ALTOS CA 94024 SFD 8.250 7.980 $2,050.96 360 1-Apr-26
4520163 OCEANSIDE CA 92054 SFD 8.250 7.980 $1,682.84 360 1-Apr-26
4520166 NORTHRIDGE CA 91324 SFD 8.500 8.230 $2,509.74 360 1-May-26
4520172 CHICO CA 95928 SFD 7.750 7.480 $888.36 360 1-May-26
4520181 VAN NUYS CA 91406 SFD 8.000 7.730 $1,614.29 360 1-Apr-26
4520182 SOUTH PASADENA CA 91030 SFD 8.750 8.480 $2,092.63 360 1-Apr-26
4520189 MERCER ISLAND WA 98040 SFD 8.250 7.980 $3,380.70 360 1-Apr-26
4520201 HERNDON VA 22071 SFD 7.250 6.980 $1,466.68 360 1-Apr-26
4520207 SAN JOSE CA 95148 SFD 8.250 7.980 $2,070.12 360 1-Apr-26
4520260 STOCKTON NJ 08559 SFD 7.750 7.480 $2,177.90 360 1-Jun-26
4520285 FARMINGVILLE NY 11738 SFD 9.250 8.980 $941.15 360 1-May-26
4520331 KANEOHE HI 96744 SFD 8.375 8.105 $3,135.30 360 1-May-26
4520424 SACRAMENTO CA 95831 SFD 7.875 7.605 $2,117.21 360 1-May-26
4520436 MISSION VIEJO CA 92692 SFD 7.875 7.605 $2,262.22 360 1-Apr-26
4520496 UNION CITY CA 94587 SFD 8.250 7.980 $2,228.64 360 1-Apr-26
4520525 WHITE PLAINS NY 10605 SFD 8.625 8.355 $1,998.54 360 1-Jul-26
4520529 NEW YORK NY 10011 HCO 8.250 7.980 $3,005.07 360 1-Jun-26
4520539 SCARSDALE NY 10583 SFD 8.375 8.105 $2,766.67 360 1-Jul-26
4520556 SAN DIMAS CA 91773 SFD 8.375 8.105 $2,703.58 360 1-Jul-26
4520592 BLYTHEWOOD SC 29016 SFD 8.500 8.230 $1,722.37 360 1-Jan-26
4520616 WILMINGTON NC 28405 SFD 8.125 7.855 $2,700.84 360 1-Jul-26
4520637 GREENSBORO GA 30642 SFD 8.500 8.230 $2,122.20 360 1-May-26
4520654 APTOS CA 95003 SFD 8.500 8.230 $3,344.78 360 1-May-26
4520660 ENGLEWOOD CO 80110 SFD 7.875 7.605 $4,161.90 360 1-Jun-26
4520677 MITCHELLVILLE MD 20721 SFD 8.375 8.105 $2,450.48 360 1-Apr-26
4520698 MIAMI FL 33179 HCO 9.250 8.980 $277.65 360 1-Jun-26
4520732 PASADENA MD 21122 SFD 8.875 8.605 $1,191.88 360 1-May-26
4520768 HOBE SOUND FL 33455 SFD 8.750 8.480 $1,258.73 360 1-Jun-26
4520771 EL DORADO HILLS CA 95762 SFD 8.375 8.105 $3,929.58 360 1-May-26
4520803 INDIAN WELLS CA 92210 SFD 8.250 7.980 $3,527.95 360 1-May-26
4520846 ARLINGTON TX 76016 SFD 8.375 8.105 $2,238.42 360 1-Mar-26
4520852 HOUSTON TX 77005 SFD 8.500 8.230 $1,824.25 360 1-Apr-26
4520879 ARROYO GRANDE CA 93420 SFD 8.750 8.480 $2,017.89 360 1-May-26
4520934 DULUTH GA 30155 SFD 7.625 7.355 $1,918.83 360 1-Apr-26
4520944 HERNDON VA 22071 SFD 7.125 6.855 $1,709.90 360 1-Mar-26
4520953 WASHINGTON DC 20012 SFD 7.500 7.230 $1,818.66 360 1-Apr-26
4520961 MIAMI SHORES FL 33138 SFD 8.500 8.230 $1,695.45 360 1-Apr-26
4520977 ROCKVILLE MD 20852 SFD 7.875 7.605 $1,631.41 360 1-Mar-26
4520986 CHARLOTTESVILLE VA 22901 SFD 7.625 7.355 $1,745.42 360 1-Apr-26
4520990 BETHESDA MD 20817 SFD 7.875 7.605 $2,537.74 360 1-Apr-26
4520994 MASSAPEQUA NY 11758 SFD 8.500 8.230 $922.70 360 1-Jun-26
4520998 CHARLOTTESVILLE VA 22911 SFD 6.875 6.605 $1,655.79 360 1-Apr-26
4521002 SYOSSET NY 11791 SFD 7.875 7.605 $1,740.17 360 1-Jun-26
4521011 FAIRFAX STATION VA 22039 SFD 7.750 7.480 $1,733.72 360 1-Apr-26
4521017 LOS ANGELES CA 90008 SFD 8.625 8.355 $3,130.61 360 1-May-26
4521023 MANALAPAN NJ 07726 SFD 7.875 7.605 $2,030.19 360 1-Apr-26
4521029 GRANADA HILLS CA 91344 SFD 8.250 7.980 $1,652.79 360 1-May-26
4521062 COLORADO SPRINGS CO 80921 SFD 8.000 7.730 $1,614.29 360 1-Jun-26
4521123 WASHINGTON TOWNSHIP NJ 07675 SFD 8.750 8.480 $1,573.41 360 1-Jun-26
4521134 GANSEVOORT NY 12831 SFD 8.625 8.355 $560.01 360 1-Jun-26
4521172 BUTLER NJ 07405 SFD 8.750 8.480 $849.64 360 1-Jun-26
4521187 RENO NV 89511 SFD 8.375 8.105 $2,280.22 360 1-Apr-26
4521196 OGDEN NY 14559 THS 9.000 8.730 $345.99 360 1-Jun-26
4521200 BROOMFIELD CO 80020 SFD 8.000 7.730 $1,761.04 360 1-Jul-26
4521239 LAGUNA BEACH CA 92651 SFD 8.500 8.230 $2,998.77 360 1-Apr-26
4521252 OAK PARK CA 91301 SFD 9.000 8.730 $1,873.16 360 1-May-26
4521254 SEA CLIFF NY 11579 SFD 8.250 7.980 $2,073.50 360 1-Jun-26
4521273 KAILUA HI 96734 SFD 8.250 7.980 $2,488.19 360 1-Jun-26
4521278 BELLMORE NY 11710 SFD 8.250 7.980 $1,772.99 360 1-Jul-26
4521303 LINCOLN NE 68506 SFD 8.750 8.480 $472.02 360 1-May-26
4521336 CHAPPAQUA NY 10514 SFD 7.750 7.480 $2,937.30 360 1-Jul-26
4521379 GREEN MOUNTAIN FALLS CO 80819 SFD 8.500 8.230 $541.32 360 1-May-26
4521396 BEACHWOOD NJ 08722 SFD 8.500 8.230 $552.85 360 1-Jun-26
4521403 SOUTHAMPTON NJ 08088 PUD 8.625 8.355 $541.34 360 1-May-26
4521413 FORT WORTH TX 76008 SFD 8.750 8.480 $295.80 360 1-May-26
4521431 RANCHO PALOS VERDES CA 90275 SFD 8.250 7.980 $3,455.83 360 1-Jun-26
4521439 LA CRESCENTA CA 91214 SFD 8.875 8.605 $986.60 360 1-Jun-26
4521447 NORTH PALM BEACH FL 33408 LCO 9.375 9.105 $415.87 360 1-May-26
4521463 SOUTH PASADENA CA 91030 SFD 8.000 7.730 $2,652.56 360 1-Jun-26
4521481 JACKSONVILLE OR 97530 SFD 8.500 8.230 $1,999.18 360 1-May-26
4521507 THOUSAND OAKS CA 91320 SFD 8.500 8.230 $1,813.10 360 1-May-26
4521764 HUNTINGTON BEACH CA 92648 PUD 8.375 8.105 $2,085.64 360 1-Jun-26
4521787 STONE RIDGE NY 12484 SFD 8.500 8.230 $2,130.66 360 1-Jun-26
4521790 TUALATIN OR 97062 SFD 8.625 8.355 $1,774.92 360 1-May-26
4521869 MIAMI BEACH FL 33140 SFD 8.750 8.480 $2,148.48 360 1-Apr-26
4521872 MIAMI FL 33137 SFD 8.875 8.605 $3,899.06 360 1-May-26
4521933 CYPRESS CA 90630 SFD 8.000 7.730 $1,631.90 360 1-Jun-26
4521960 ORANGE BEACH AL 36561 SFD 8.750 8.480 $1,693.38 360 1-Jun-26
4522038 GUILFORD CT 06437 SFD 8.875 8.605 $852.94 360 1-Jun-26
4522048 SAND SPRINGS OK 74063 SFD 9.000 8.730 $418.40 360 1-May-26
4522055 EAGLE POINT OR 97524 SFD 9.000 8.730 $1,802.36 360 1-Jun-26
4522142 AMES IA 50014 SFD 8.250 7.980 $4,154.51 360 1-Jun-26
4522204 HENDERSON NV 89014 SFD 8.625 8.355 $2,029.25 360 1-Apr-26
4522216 HUNTINGTON CT 06484 SFD 8.125 7.855 $1,720.74 360 1-Jun-26
4522231 HERMOSA BEACH CA 90254 SFD 8.375 8.105 $2,274.52 360 1-Jul-26
4522254 MELBOURNE FL 32940 SFD 9.000 8.730 $917.67 360 1-Jun-26
4522256 MAHWAH NJ 07430 LCO 9.500 9.230 $840.86 360 1-Jun-26
4522348 BEND OR 97702 SFD 8.375 8.105 $3,800.36 360 1-Jun-26
4522396 PALM DESERT CA 92260 SFD 8.625 8.355 $2,862.27 360 1-May-26
4522411 BEVERLY HILLS CA 90210 SFD 8.250 7.980 $3,180.12 360 1-May-26
4522487 AMHERST NY 14051 SFD 8.250 7.980 $699.43 360 1-Mar-26
4522495 WEST WARWICK RI 02893 LCO 8.375 8.105 $744.88 360 1-Apr-26
4522504 WEST LINN OR 97068 SFD 9.125 8.855 $1,847.36 360 1-Jun-26
4522515 GLENDORA CA 91741 SFD 8.000 7.730 $2,736.84 240 1-Jun-16
4522539 SAN RAMON CA 94583 SFD 8.500 8.230 $2,326.74 360 1-Jun-26
4522614 LA JOLLA CA 92037 SFD 8.375 8.105 $1,942.75 360 1-Jun-26
4522618 NASHVILLE TN 37221 SFD 8.750 8.480 $1,415.44 360 1-May-26
4522638 ORADELL NJ 07649 SFD 8.125 7.855 $1,811.70 360 1-May-26
4522657 YORBA LINDA CA 92687 SFD 8.750 8.480 $1,966.75 360 1-Jun-26
4522664 MIDDLETOWN NJ 07748 SFD 8.625 8.355 $2,129.20 360 1-Apr-26
4522674 NORTH CALDWELL NJ 07006 SFD 8.125 7.855 $2,366.34 360 1-Mar-26
4522681 OAKLAND NJ 07436 SFD 7.750 7.480 $1,561.78 360 1-Apr-26
4522688 FRANKLIN TOWNSHIP PA 19350 SFD 8.500 8.230 $2,993.76 360 1-Feb-26
4522707 MARIETTA GA 30067 SFD 8.375 8.105 $2,760.59 360 1-Jun-26
4522714 TREDYFFRIN TWP PA 19301 SFD 8.000 7.730 $2,047.20 360 1-May-26
4522747 GEARHART OR 97138 SFD 8.000 7.730 $2,678.25 360 1-Jul-26
4522834 GREENPORT NY 11944 SFD 9.125 8.855 $813.64 360 1-Jun-26
4522861 ALAMEDA CA 94502 SFD 9.000 8.730 $2,526.52 360 1-Jun-26
4522862 WATER MILL NY 11976 SFD 8.750 8.480 $1,856.62 360 1-Jun-26
4522913 HO HO KUS NJ 07423 SFD 8.250 7.980 $1,656.54 360 1-May-26
4522922 SCOTTSDALE AZ 85260 SFD 8.750 8.480 $1,595.43 360 1-May-26
4522960 ROSWELL GA 30076 SFD 8.750 8.480 $826.04 360 1-May-26
4522971 HOLMDEL NJ 07733 SFD 8.500 8.230 $3,844.57 360 1-Jun-26
4523035 RYE BROOK NY 10573 SFD 8.500 8.230 $2,737.34 360 1-Jul-26
4523067 OAKTON VA 22124 SFD 7.625 7.355 $1,820.45 360 1-Apr-26
4523075 LOS ANGELES CA 91436 SFD 8.375 8.105 $2,493.04 360 1-May-26
4523194 OCEANSIDE CA 92056 SFD 8.375 8.105 $1,519.39 360 1-Jun-26
4523197 MILILANI HI 96789 SFD 8.250 7.980 $2,981.03 360 1-Jun-26
4523208 LONG BEACH TOWNSHIP NJ 08008 SFD 8.375 8.105 $668.87 360 1-Jun-26
4523241 KIHEI HI 96753 LCO 8.875 8.605 $1,044.29 360 1-Jun-26
4523330 SAN ANTONIO TX 78230 SFD 8.500 8.230 $2,975.70 360 1-Jun-26
4523401 SAN JOSE CA 95120 THS 8.875 8.605 $2,971.74 360 1-Jun-26
4523489 WOODLAND HILLS CA 91364 SFD 8.500 8.230 $2,322.12 360 1-Jul-26
4523493 LOS ANGELES CA 91344 SFD 9.250 8.980 $3,083.39 360 1-Jun-26
4523514 BOISE ID 83704 SFD 8.625 8.355 $657.62 360 1-May-26
4523521 MARIETTA GA 30062 SFD 9.000 8.730 $2,027.65 360 1-Jun-26
4523559 ESCONDIDO CA 92027 SFD 8.750 8.480 $991.24 360 1-May-26
4523574 LOS ANGELES CA 90048 SFD 7.875 7.605 $2,099.81 360 1-Jul-26
4523729 PACIFIC PALISADES CA 90272 LCO 8.375 8.105 $1,033.70 360 1-Jun-26
4523777 SIGNAL MOUNTAIN TN 37377 SFD 8.500 8.230 $2,442.07 360 1-Jun-26
4523795 SAN JOSE CA 95130 SFD 8.625 8.355 $1,630.25 360 1-Jun-26
4523828 THE WOODLANDS TX 77380 SFD 8.625 8.355 $796.46 360 1-Jun-26
4523830 DENVER CO 80237 SFD 8.750 8.480 $1,321.66 360 1-May-26
4523848 SALEM MA 01970 LCO 9.500 9.230 $706.32 360 1-Jun-26
4523857 BETHANY BEACH DE 19930 SFD 9.000 8.730 $2,615.03 360 1-Jun-26
4523938 HERNDON VA 22071 SFD 7.875 7.605 $2,316.60 360 1-Jun-26
4524141 JAMAICA NY 11436 SFD 9.375 9.105 $669.56 360 1-Jun-26
4524180 WEST HOLLYWOOD CA 90069 LCO 8.750 8.480 $685.22 360 1-Jun-26
4524187 DAYTON OH 45459 LCO 8.750 8.480 $1,785.81 360 1-Jun-26
4524193 PAIA HI 96779 SFD 8.250 7.980 $2,892.38 360 1-Jun-26
4524196 BLOOMFIELD MI 48301 SFD 8.625 8.355 $2,669.38 360 1-May-26
4524199 SANTA ROSA CA 95409 SFD 8.250 7.980 $1,802.67 360 1-May-26
4524264 RANCHO CUCAMONGA CA 91701 SFD 8.125 7.855 $1,588.95 360 1-Jun-26
4524312 OAKLAND CA 94602 SFD 7.875 7.605 $1,954.79 360 1-Apr-26
4524317 NEW PROVIDENCE NJ 07039 SFD 7.875 7.605 $2,059.20 360 1-May-26
4524526 PLANTATION FL 33322 SFD 8.875 8.605 $1,101.17 360 1-Jun-26
4524545 NORTH MIAMI BEACH FL 33179 SFD 8.625 8.355 $560.01 360 1-Jun-26
4524578 STOCKBRIDGE GA 30281 SFD 9.250 8.980 $854.76 360 1-Jun-26
4524731 SPARTA NJ 07871 SFD 8.875 8.605 $655.62 360 1-Jun-26
4524798 CHESAPEAKE VA 23320 SFD 7.875 7.605 $1,696.66 360 1-May-26
4524882 CAMERON PARK CA 95682 SFD 8.500 8.230 $621.29 360 1-May-26
4524886 WATSONVILLE CA 95076 SFD 8.875 8.605 $620.61 360 1-Jun-26
4525001 INWOOD NY 11696 SFD 9.375 9.105 $914.93 360 1-Jul-26
4525014 ATLANTA GA 30350 SFD 8.500 8.230 $2,285.21 360 1-May-26
4525037 CHEVY CHASE MD 20815 SFD 7.750 7.480 $2,507.45 360 1-Jun-26
4525094 THOUSAND OAKS CA 91360 SFD 8.500 8.230 $2,649.68 360 1-Jun-26
4525095 CAMPBELL CA 95008 SFD 8.875 8.605 $1,784.64 360 1-Jun-26
4525096 ESCONDIDO CA 92026 SFD 8.750 8.480 $2,124.10 360 1-May-26
4525103 MISSION VIEJO CA 92692 SFD 8.875 8.605 $1,511.73 360 1-Jun-26
4525138 KANEOHEU HI 96744 SFD 8.875 8.605 $3,182.58 360 1-Jun-26
4525192 SAN ANTONIO TX 78212 SFD 8.875 8.605 $2,108.86 360 1-Jul-26
4525338 PHOENIX AZ 85020 SFD 8.750 8.480 $1,974.62 360 1-May-26
4525351 MIAMI FL 33176 SFD 8.500 8.230 $4,325.14 360 1-Jun-26
4525533 HAVERFORD PA 19041 SFD 8.625 8.355 $2,605.60 360 1-Jun-26
4525675 ORANGE CA 92669 SFD 8.750 8.480 $1,947.08 360 1-May-26
4525726 ATLANTA GA 30328 SFD 8.375 8.105 $2,584.25 360 1-Jun-26
4525735 PORTLAND OR 97232 SFD 8.625 8.355 $2,146.70 360 1-Jun-26
4525801 MIAMI BEACH FL 33140 SFD 8.750 8.480 $1,624.54 360 1-Jun-26
4525829 LOS ANGELES CA 90056 SFD 8.500 8.230 $2,349.80 360 1-Jun-26
4525858 FREMONT CA 94539 SFD 8.375 8.105 $2,177.23 360 1-Jun-26
4525878 SARATOGA CA 95070 SFD 9.125 8.855 $3,986.81 360 1-Jul-26
4525888 PETALUMA CA 94952 SFD 7.875 7.605 $2,407.23 360 1-May-26
4525897 LAS VEGAS NV 89110 SFD 8.500 8.230 $1,081.09 360 1-May-26
4525916 SANTA ROSA CA 95404 SFD 7.875 7.605 $1,930.50 360 1-May-26
4525977 ISSAQUAH WA 98029 SFD 8.250 7.980 $2,812.75 360 1-Jun-26
4525996 LOOMIS CA 95650 SFD 8.250 7.980 $2,028.42 360 1-Jul-26
4526011 HENDERSON NV 89014 SFD 8.500 8.230 $1,860.77 360 1-May-26
4526020 BRANDYWINE HUNDRED DE 19803 SFD 8.500 8.230 $2,176.03 360 1-May-26
4526042 MANASQUAN NJ 08736 SFD 9.375 9.105 $440.83 360 1-Jul-26
4526057 HEALDSBURG CA 95448 SFD 8.500 8.230 $3,229.44 360 1-Jun-26
4526546 HENDERSON NV 89014 SFD 7.875 7.605 $2,123.00 360 1-May-26
4526754 SOUTHAMPTON NY 11968 SFD 9.250 8.980 $954.31 360 1-Jul-26
4527019 UNION CITY CA 94587 SFD 8.250 7.980 $2,210.98 360 1-May-26
4527021 BATTLE GROUND WA 98604 SFD 8.000 7.730 $1,761.04 360 1-May-26
4527027 ESCONDIDO CA 92025 SFD 8.500 8.230 $1,833.09 360 1-Jun-26
4527029 LOS ALAMITOS CA 90720 SFD 8.750 8.480 $2,596.12 360 1-Jun-26
4527031 OLNEY MD 20832 SFD 6.500 6.230 $1,580.17 360 1-May-26
4527038 CAMARILLO CA 93012 SFD 8.375 8.105 $1,924.13 360 1-Jun-26
4527040 EL SEGUNDO CA 90245 SFD 8.000 7.730 $1,907.79 360 1-May-26
4527096 BURBANK CA 91505 SFD 8.500 8.230 $1,999.18 360 1-Jul-26
4527152 PLEASANTON CA 94588 SFD 8.500 8.230 $2,993.00 360 1-Jun-26
4527162 SAN JUAN CAPISTRANO CA 92675 SFD 8.375 8.105 $2,888.28 360 1-Jun-26
4527163 THOUSAND OAKS CA 91362 SFD 8.375 8.105 $1,801.38 360 1-Jun-26
4527165 MARTINEZ CA 94553 SFD 8.625 8.355 $2,135.04 360 1-Jun-26
4527173 PARKER CO 80134 SFD 8.625 8.355 $2,478.82 360 1-Jun-26
4527182 LOS ANGELES CA 90045 SFD 8.375 8.105 $1,976.19 360 1-Jun-26
4527191 SILVER SPRING MD 20906 SFD 7.875 7.605 $1,729.30 360 1-May-26
4527194 RANCHO PALOS VERDES CA 90275 SFD 8.125 7.855 $2,702.69 360 1-Jun-26
4527215 SOUTHAMPTON NY 11968 SFD 9.250 8.980 $1,209.34 360 1-Jul-26
4527271 LOS GATOS CA 95032 LCO 8.625 8.355 $2,527.04 360 1-Jun-26
4527419 SANTA CLARA CA 95051 SFD 8.375 8.105 $1,628.08 360 1-Jun-26
4527562 MORGAN HILL CA 95037 SFD 8.500 8.230 $1,972.27 360 1-Jun-26
4527673 DIX HILLS NY 11746 SFD 8.000 7.730 $1,922.46 360 1-Jul-26
4527942 LYNNFIELD MA 01940 SFD 8.250 7.980 $1,803.04 360 1-Jun-26
4528274 ARVADA CO 80002 SFD 8.500 8.230 $2,577.44 240 1-May-16
4528519 CASTLE ROCK CO 80104 SFD 8.125 7.855 $1,609.74 360 1-May-26
4528579 IJAMSVILLE MD 21754 SFD 7.750 7.480 $1,128.35 360 1-Jun-26
4529041 HOLLYWOOD FL 33021 SFD 8.250 7.980 $1,923.25 360 1-Jun-26
4529895 FALLS CHURCH VA 22046 SFD 8.250 7.980 $2,043.45 360 1-Jun-26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
- ----- ----------- ------ --------- ------------------ ----------- -----------
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>
3562182 $148,660.98 89.97 99 0.250 0.020
3563040 $646,430.98 70.00 0.250 0.020
3565241 $116,483.36 80.00 0.250 0.020
3568278 $224,456.99 66.36 0.250 0.020
3568957 $93,666.03 90.00 99 0.250 0.020
3570187 $317,115.96 73.95 0.250 0.020
3574193 $107,500.70 75.00 0.250 0.020
3582062 $79,389.35 66.69 0.250 0.020
3585551 $549,221.12 73.33 0.250 0.020
3586214 $66,856.19 74.97 0.250 0.020
3587305 $251,867.32 80.00 0.250 0.020
3588612 $288,800.00 79.99 0.250 0.020
3594486 $142,162.73 80.00 0.250 0.020
3595042 $208,096.71 95.00 33 0.250 0.020
3596080 $234,011.15 80.00 0.250 0.020
3596457 $448,524.73 79.65 0.250 0.020
3596470 $112,029.60 74.73 0.250 0.020
3599515 $337,479.27 67.64 0.250 0.020
3601238 $344,159.45 79.31 0.250 0.020
3601428 $165,109.98 80.00 0.250 0.020
4447336 $67,656.08 80.00 0.250 0.020
4447567 $244,662.02 73.99 0.250 0.020
4448206 $202,823.19 73.87 0.250 0.020
4450327 $125,276.11 55.78 0.250 0.020
4450376 $246,287.53 76.31 0.250 0.020
4450761 $55,125.67 78.97 0.250 0.020
4451648 $389,196.36 75.92 0.250 0.020
4452039 $78,078.86 74.98 0.250 0.020
4452449 $97,534.88 69.86 0.250 0.020
4452855 $198,642.87 68.97 0.250 0.020
4454966 $226,464.92 78.62 0.250 0.020
4455001 $357,636.65 80.00 0.250 0.020
4456267 $301,844.91 79.82 0.250 0.020
4456572 $69,040.80 80.00 0.250 0.020
4457396 $79,062.29 70.71 0.250 0.020
4458727 $434,414.29 79.82 0.250 0.020
4459493 $178,016.11 79.33 0.250 0.020
4459786 $346,691.99 90.00 13 0.250 0.020
4459837 $155,040.04 80.00 0.250 0.020
4460723 $79,331.56 61.92 0.250 0.020
4461107 $365,057.08 80.00 0.250 0.020
4462035 $123,748.72 80.00 0.250 0.020
4462322 $328,967.58 67.44 0.250 0.020
4462848 $282,426.52 81.32 99 0.250 0.020
4463337 $154,253.49 80.00 0.250 0.020
4464032 $143,251.55 80.00 0.250 0.020
4464525 $162,582.82 75.00 0.250 0.020
4464876 $297,282.42 89.98 99 0.250 0.020
4465009 $162,865.66 74.99 0.250 0.020
4465354 $88,361.07 75.74 0.250 0.020
4466581 $179,661.98 70.45 0.250 0.020
4467054 $82,219.91 74.98 0.250 0.020
4467311 $67,504.51 80.00 0.250 0.020
4467315 $226,269.90 80.00 0.250 0.020
4467358 $74,872.94 54.07 0.250 0.020
4467777 $248,637.24 80.00 0.250 0.020
4468657 $251,477.77 77.24 0.250 0.020
4468701 $217,362.70 95.00 33 0.250 0.020
4468974 $159,267.44 80.00 0.250 0.020
4470026 $289,180.99 75.00 0.250 0.020
4470187 $136,162.84 79.95 0.250 0.020
4470567 $297,803.17 94.73 33 0.250 0.020
4470944 $298,650.00 79.99 0.250 0.020
4471279 $129,427.39 63.17 0.250 0.020
4471397 $219,703.77 73.27 0.250 0.020
4472143 $151,815.18 77.95 0.250 0.020
4472213 $249,467.20 76.65 0.250 0.020
4472332 $384,760.70 79.38 0.250 0.020
4472754 $260,095.38 90.00 99 0.250 0.020
4472955 $77,612.42 35.62 0.250 0.020
4473256 $72,198.90 77.80 0.250 0.020
4473553 $279,326.27 87.62 33 0.250 0.020
4473582 $183,103.40 79.99 0.250 0.020
4473586 $90,559.21 58.71 0.250 0.020
4473665 $268,594.69 90.00 99 0.250 0.020
4474261 $260,826.14 80.00 0.250 0.020
4474614 $234,548.63 94.98 33 0.250 0.020
4475569 $100,724.55 79.93 0.250 0.020
4475888 $275,007.46 95.00 33 0.250 0.020
4475924 $115,423.68 80.00 0.250 0.020
4476069 $109,803.77 72.18 0.250 0.020
4477970 $243,989.05 89.98 11 0.250 0.020
4478435 $215,730.87 95.00 33 0.250 0.020
4478518 $304,000.00 80.00 0.250 0.020
4478782 $299,012.80 94.34 99 0.250 0.020
4478817 $64,871.60 27.43 0.250 0.020
4479155 $448,897.88 69.23 0.250 0.020
4479237 $249,215.58 49.02 0.250 0.020
4479995 $254,560.81 79.18 0.250 0.020
4480037 $239,830.61 76.05 0.250 0.020
4480063 $246,062.61 95.00 99 0.250 0.020
4480484 $82,414.13 75.00 0.250 0.020
4480540 $149,350.16 80.00 0.250 0.020
4480600 $205,494.75 80.00 0.250 0.020
4481204 $471,043.55 80.00 0.250 0.020
4481349 $300,340.60 78.70 0.250 0.020
4481350 $384,594.56 79.84 0.250 0.020
4481470 $228,511.96 79.87 0.250 0.020
4481601 $223,937.55 70.64 0.250 0.020
4481614 $280,657.98 75.00 0.250 0.020
4481684 $328,533.79 63.46 0.250 0.020
4481722 $78,744.64 28.31 0.250 0.020
4482272 $297,364.93 67.73 0.250 0.020
4482625 $100,565.30 76.52 0.250 0.020
4482951 $149,572.41 62.76 0.250 0.020
4482974 $236,621.29 95.00 33 0.250 0.020
4483271 $251,235.85 77.48 0.250 0.020
4483488 $299,327.87 59.41 0.250 0.020
4483721 $265,038.39 75.00 0.250 0.020
4483744 $250,659.47 95.00 33 0.250 0.020
4484030 $220,317.51 80.00 0.250 0.020
4484042 $174,291.90 78.83 0.250 0.020
4484143 $233,803.67 95.00 33 0.250 0.020
4484159 $212,770.48 95.00 99 0.250 0.020
4484164 $298,170.68 95.00 33 0.250 0.020
4484251 $89,948.21 37.04 0.250 0.020
4484382 $280,131.18 89.97 99 0.250 0.020
4484463 $253,571.25 77.50 0.250 0.020
4484644 $320,961.09 54.07 0.250 0.020
4485569 $224,358.61 69.23 0.250 0.020
4485689 $322,565.11 78.78 0.250 0.020
4485762 $249,598.97 80.00 0.250 0.020
4485824 $67,701.79 70.00 0.250 0.020
4485933 $318,971.88 74.16 0.250 0.020
4486193 $107,881.58 80.00 0.250 0.020
4486969 $211,185.42 90.00 99 0.250 0.020
4487011 $345,647.33 40.72 0.250 0.020
4487097 $239,462.30 75.00 0.250 0.020
4487828 $274,600.65 76.39 0.250 0.020
4488372 $235,195.55 95.00 33 0.250 0.020
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4488898 $220,011.87 94.99 33 0.250 0.020
4489060 $257,288.55 95.00 33 0.250 0.020
4489086 $313,778.38 80.00 0.250 0.020
4489335 $436,748.58 79.89 0.250 0.020
4489905 $121,809.07 75.00 0.250 0.020
4489916 $353,245.60 76.13 0.250 0.020
4489931 $124,873.61 78.38 0.250 0.020
4490076 $262,838.14 95.00 99 0.250 0.020
4490219 $99,648.39 76.92 0.250 0.020
4490260 $289,562.42 63.85 0.250 0.020
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4490434 $339,449.85 80.00 0.250 0.020
4490475 $199,624.45 80.00 0.250 0.020
4490477 $223,227.73 95.00 33 0.250 0.020
4490578 $249,480.45 78.13 0.250 0.020
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4490741 $135,496.78 80.00 0.250 0.020
4490873 $67,585.87 74.97 0.250 0.020
4490879 $341,560.25 82.65 99 0.250 0.020
4490919 $243,463.82 80.00 0.250 0.020
4490990 $367,154.76 68.79 0.250 0.020
4491116 $298,532.09 79.95 0.250 0.020
4491159 $238,792.10 60.38 0.250 0.020
4491330 $331,310.02 83.00 99 0.250 0.020
4491351 $357,716.60 62.35 0.250 0.020
4492040 $234,460.24 88.68 33 0.250 0.020
4492055 $259,825.54 80.00 0.250 0.020
4492479 $175,293.78 80.00 0.250 0.020
4492527 $346,404.17 66.57 0.250 0.020
4492624 $356,150.29 72.85 0.250 0.020
4492992 $357,720.72 79.91 0.250 0.020
4493041 $74,904.03 46.30 0.250 0.020
4493081 $256,422.28 80.00 0.250 0.020
4493312 $298,391.89 89.40 99 0.250 0.020
4493338 $244,167.03 70.00 0.250 0.020
4493556 $246,998.46 76.15 0.250 0.020
4493572 $118,823.76 79.93 0.250 0.020
4493669 $307,238.15 80.00 0.250 0.020
4493738 $182,148.12 80.00 0.250 0.020
4493927 $157,357.52 74.99 0.250 0.020
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4494357 $390,549.69 80.00 0.250 0.020
4494378 $231,726.79 90.00 99 0.250 0.020
4494425 $66,846.09 69.43 0.250 0.020
4494483 $129,829.34 38.81 0.250 0.020
4494790 $232,012.10 95.00 99 0.250 0.020
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4495013 $293,562.24 41.12 0.250 0.020
4495051 $141,433.13 80.00 0.250 0.020
4495074 $55,356.98 75.00 0.250 0.020
4495099 $123,519.38 79.99 0.250 0.020
4495125 $111,755.26 80.00 0.250 0.020
4495266 $297,419.25 60.10 0.250 0.020
4495360 $286,807.42 79.94 0.250 0.020
4495372 $269,395.10 75.00 0.250 0.020
4495481 $119,915.30 79.11 0.250 0.020
4495589 $497,432.60 80.00 0.250 0.020
4495630 $111,935.57 70.00 0.250 0.020
4495631 $89,826.65 69.23 0.250 0.020
4495721 $135,093.45 83.01 99 0.250 0.020
4495858 $310,856.47 62.40 0.250 0.020
4495870 $370,515.01 71.54 0.250 0.020
4495891 $222,088.70 57.08 0.250 0.020
4495900 $161,278.33 75.00 0.250 0.020
4495937 $380,167.45 74.71 0.250 0.020
4496064 $313,790.74 54.29 0.250 0.020
4496073 $366,341.81 45.94 0.250 0.020
4496197 $246,632.22 80.00 0.250 0.020
4496248 $429,421.03 70.49 0.250 0.020
4496306 $312,802.36 61.83 0.250 0.020
4496307 $246,641.30 87.59 99 0.250 0.020
4496349 $228,224.60 75.00 0.250 0.020
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4496417 $349,002.26 67.79 0.250 0.020
4496450 $279,547.70 72.05 0.250 0.020
4496521 $211,299.62 80.00 0.250 0.020
4496730 $216,891.45 94.99 01 0.250 0.020
4496819 $293,218.05 95.00 33 0.250 0.020
4496908 $251,113.50 76.15 0.250 0.020
4496977 $107,406.08 60.42 0.250 0.020
4497002 $59,085.26 75.00 0.250 0.020
4497009 $278,405.39 90.00 99 0.250 0.020
4497025 $149,911.44 70.48 0.250 0.020
4497100 $318,600.09 80.00 0.250 0.020
4497138 $377,710.53 89.99 13 0.250 0.020
4497270 $261,866.47 75.00 0.250 0.020
4497485 $76,607.03 80.00 0.250 0.020
4497547 $212,522.79 78.02 0.250 0.020
4497559 $184,338.68 78.72 0.250 0.020
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4497643 $305,314.43 78.46 0.250 0.020
4497655 $255,953.37 90.00 99 0.250 0.020
4497791 $523,732.98 54.12 0.250 0.020
4497835 $373,467.41 80.00 0.250 0.020
4497955 $340,624.06 54.24 0.250 0.020
4498037 $407,039.38 74.18 0.250 0.020
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4498342 $83,838.18 80.00 0.250 0.020
4498347 $289,350.26 64.44 0.250 0.020
4498366 $329,620.64 54.11 0.250 0.020
4498393 $255,910.85 90.00 33 0.250 0.020
4498545 $356,954.26 79.44 0.250 0.020
4498650 $343,229.30 52.92 0.250 0.020
4498681 $141,768.53 57.54 0.250 0.020
4498760 $219,507.09 81.48 99 0.250 0.020
4498768 $227,489.19 80.00 0.250 0.020
4498894 $337,290.22 90.00 99 0.250 0.020
4498941 $228,699.83 90.00 01 0.250 0.020
4499025 $103,823.77 80.00 0.250 0.020
4499044 $234,473.49 74.60 0.250 0.020
4499116 $223,345.29 80.00 0.250 0.020
4499299 $74,855.55 55.56 0.250 0.020
4499337 $233,449.04 74.52 0.250 0.020
4499349 $419,269.78 69.88 0.250 0.020
4499422 $286,693.12 76.72 0.250 0.020
4499546 $202,497.88 51.39 0.250 0.020
4499556 $277,659.02 64.06 0.250 0.020
4499587 $553,008.25 74.90 0.250 0.020
4499648 $399,744.93 80.00 0.250 0.020
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4499772 $349,339.21 77.78 0.250 0.020
4499848 $294,238.81 79.65 0.250 0.020
4499856 $237,991.72 90.00 99 0.250 0.020
4499859 $235,621.42 76.13 0.250 0.020
4499918 $525,609.63 65.34 0.250 0.020
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4500145 $275,221.32 78.83 0.250 0.020
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4500173 $249,627.76 54.95 0.250 0.020
4500206 $71,761.30 80.00 0.250 0.020
4500250 $263,643.07 57.45 0.250 0.020
4500304 $439,689.45 62.86 0.250 0.020
4500316 $243,399.79 77.90 0.250 0.020
4500324 $324,373.99 62.50 0.250 0.020
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4500419 $394,990.67 79.18 0.250 0.020
4500431 $309,235.50 55.36 0.250 0.020
4500435 $290,521.53 76.38 0.250 0.020
4500461 $359,726.06 90.00 99 0.250 0.020
4500496 $87,028.81 78.60 0.250 0.020
4500554 $359,152.38 68.57 0.250 0.020
4500583 $128,661.08 79.75 0.250 0.020
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4500893 $436,992.82 69.53 0.250 0.020
4500924 $276,164.24 83.88 GD 4YR 99 0.250 G0.020
4501041 $349,375.60 89.97 99 0.250 0.020
4501115 $363,683.37 76.74 0.250 0.020
4501120 $291,723.18 70.00 0.250 0.020
4501122 $350,217.77 89.99 01 0.250 0.020
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4501649 $244,490.85 85.96 17 0.250 0.020
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4501686 $222,336.11 95.00 12 0.250 0.020
4501697 $165,663.62 75.45 0.250 0.020
4501698 $336,250.27 87.40 99 0.250 0.020
4501707 $295,429.85 79.78 0.250 0.020
4501738 $398,605.61 76.04 0.250 0.020
4501747 $246,138.81 95.00 12 0.250 0.020
4501755 $369,230.44 94.76 01 0.250 0.020
4501769 $391,099.64 80.00 0.250 0.020
4501805 $349,641.53 81.43 99 0.250 0.020
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4501841 $246,917.26 90.00 33 0.250 0.020
4501842 $282,083.14 76.43 0.250 0.020
4501874 $240,432.56 77.74 0.250 0.020
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4501998 $396,763.29 95.00 01 0.250 0.020
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4502045 $336,743.87 75.00 0.250 0.020
4502110 $253,430.93 76.97 0.250 0.020
4502118 $272,549.27 74.79 0.250 0.020
4502122 $329,223.00 73.33 0.250 0.020
4502171 $252,433.17 76.20 0.250 0.020
4502173 $218,292.09 76.84 0.250 0.020
4502177 $226,844.45 90.00 17 0.250 0.020
4502220 $523,763.90 75.00 0.250 0.020
4502278 $261,553.89 90.00 01 0.250 0.020
4502286 $96,280.20 71.06 0.250 0.020
4502288 $342,932.27 80.00 0.250 0.020
4502305 $259,356.89 79.96 0.250 0.020
4502308 $220,253.85 78.86 0.250 0.020
4502337 $449,064.84 69.23 0.250 0.020
4502357 $419,288.38 80.00 0.250 0.020
4502369 $230,389.41 60.00 0.250 0.020
4502376 $104,787.21 65.63 0.250 0.020
4502384 $82,292.73 75.00 0.250 0.020
4502398 $260,450.41 87.02 33 0.250 0.020
4502400 $69,810.22 40.30 0.250 0.020
4502462 $239,169.62 72.73 0.250 0.020
4502473 $432,978.15 60.78 0.250 0.020
4502478 $90,511.51 74.96 0.250 0.020
4502543 $415,044.52 80.00 0.250 0.020
4502564 $271,418.60 73.78 0.250 0.020
4502576 $263,443.52 67.71 0.250 0.020
4502611 $305,481.88 80.00 0.250 0.020
4502637 $167,483.94 80.00 0.250 0.020
4502650 $235,493.51 80.00 0.250 0.020
4502662 $343,149.11 80.00 0.250 0.020
4502679 $123,002.35 80.00 0.250 0.020
4502697 $71,767.22 80.00 0.250 0.020
4502735 $257,566.31 80.94 99 0.250 0.020
4502752 $249,969.80 77.31 0.250 0.020
4502757 $434,025.41 75.00 0.250 0.020
4502818 $383,189.56 76.81 0.250 0.020
4502930 $390,600.00 90.00 99 0.250 0.020
4502995 $498,538.60 75.19 0.250 0.020
4502997 $239,381.50 73.85 0.250 0.020
4503012 $374,760.88 75.00 0.250 0.020
4503032 $224,273.83 78.95 0.250 0.020
4503040 $155,707.05 80.00 0.250 0.020
4503060 $252,932.07 78.48 0.250 0.020
4503062 $86,276.82 79.99 0.250 0.020
4503064 $251,862.09 88.56 99 0.250 0.020
4503066 $297,963.66 82.94 99 0.250 0.020
4503091 $260,457.57 83.65 99 0.250 0.020
4503150 $310,321.35 90.00 99 0.250 0.020
4503179 $222,999.27 78.42 0.250 0.020
4503185 $288,918.13 80.00 0.250 0.020
4503201 $248,520.36 75.00 0.250 0.020
4503216 $122,721.76 79.99 0.250 0.020
4503222 $215,062.77 80.00 0.250 0.020
4503229 $468,601.24 67.04 0.250 0.020
4503232 $362,145.33 76.42 0.250 0.020
4503234 $293,903.74 90.00 33 0.250 0.020
4503259 $409,034.65 68.33 0.250 0.020
4503287 $241,275.55 73.33 0.250 0.020
4503325 $263,462.23 63.95 0.250 0.020
4503362 $432,454.41 72.24 0.250 0.020
4503403 $326,847.53 81.90 GD 6YR 99 0.250 G0.020
4503406 $110,865.04 79.99 0.250 0.020
4503408 $333,992.03 77.86 0.250 0.020
4503490 $253,387.01 61.95 0.250 0.020
4503559 $366,587.94 88.70 99 0.250 0.020
4503599 $255,238.03 90.00 99 0.250 0.020
4503668 $305,832.85 90.00 33 0.250 0.020
4503716 $299,392.07 80.00 0.250 0.020
4503720 $548,705.05 53.92 0.250 0.020
4503721 $279,461.96 79.99 0.250 0.020
4503725 $269,636.45 84.38 33 0.250 0.020
4503757 $155,667.53 80.00 0.250 0.020
4503820 $277,311.44 68.64 0.250 0.020
4503829 $349,438.55 64.81 0.250 0.020
4503884 $228,397.46 75.07 0.250 0.020
4503895 $213,009.61 79.07 0.250 0.020
4503910 $210,478.09 65.94 0.250 0.020
4503913 $291,295.30 67.91 0.250 0.020
4503975 $227,449.76 71.70 0.250 0.020
4503983 $269,348.37 73.97 0.250 0.020
4503987 $213,720.11 79.33 0.250 0.020
4504015 $309,116.31 38.75 0.250 0.020
4504061 $254,100.29 90.00 99 0.250 0.020
4504088 $314,250.80 75.60 0.250 0.020
4504104 $244,237.72 90.00 33 0.250 0.020
4504113 $223,534.48 89.96 99 0.250 0.020
4504142 $265,133.36 90.00 33 0.250 0.020
4504184 $478,924.61 78.05 0.250 0.020
4504198 $341,378.08 76.83 0.250 0.020
4504200 $228,214.06 69.97 0.250 0.020
4504208 $422,697.52 80.00 0.250 0.020
4504216 $318,768.94 80.00 0.250 0.020
4504220 $392,454.98 71.82 0.250 0.020
4504271 $228,134.31 78.86 0.250 0.020
4504282 $94,473.76 80.00 0.250 0.020
4504284 $389,342.82 55.71 0.250 0.020
4504285 $260,860.59 70.68 0.250 0.020
4504288 $467,430.95 80.00 0.250 0.020
4504295 $262,894.78 85.00 99 0.250 0.020
4504307 $408,511.74 44.27 0.250 0.020
4504308 $374,138.67 78.95 0.250 0.020
4504323 $199,457.83 40.82 0.250 0.020
4504332 $234,063.19 62.83 0.250 0.020
4504354 $242,862.47 79.82 0.250 0.020
4504368 $311,247.02 80.00 0.250 0.020
4504391 $260,884.28 52.83 0.250 0.020
4504398 $248,743.68 63.23 0.250 0.020
4504464 $267,399.57 86.45 99 0.250 0.020
4504466 $390,099.62 73.26 0.250 0.020
4504484 $494,709.31 79.99 0.250 0.020
4504513 $255,041.46 80.00 0.250 0.020
4504532 $233,462.54 90.00 33 0.250 0.020
4504541 $174,066.32 76.52 0.250 0.020
4504543 $350,512.17 79.10 0.250 0.020
4504550 $220,504.85 76.21 0.250 0.020
4504573 $283,373.83 76.00 0.250 0.020
4504593 $266,546.33 78.76 0.250 0.020
4504606 $235,166.48 87.22 99 0.250 0.020
4504616 $345,484.82 44.65 0.250 0.020
4504632 $248,428.07 67.30 0.250 0.020
4504644 $312,045.08 80.00 0.250 0.020
4504646 $276,663.07 75.56 0.250 0.020
4504648 $127,814.09 61.99 0.250 0.020
4504664 $215,494.59 79.96 0.250 0.020
4504667 $215,352.73 80.00 0.250 0.020
4504695 $272,856.04 76.63 0.250 0.020
4504733 $226,923.65 43.71 0.250 0.020
4504747 $332,871.04 79.99 GD 3YR 0.250 G0.020
4504748 $214,979.91 79.81 0.250 0.020
4504751 $281,319.33 70.50 0.250 0.020
4504755 $275,967.39 83.79 99 0.250 0.020
4504766 $241,176.40 89.89 99 0.250 0.020
4504786 $255,031.83 85.67 99 0.250 0.020
4504802 $420,341.16 52.63 0.250 0.020
4504806 $234,362.40 75.00 0.250 0.020
4504817 $238,041.10 79.47 0.250 0.020
4504870 $79,659.83 79.88 0.250 0.020
4504878 $479,248.84 79.93 0.250 0.020
4504901 $307,326.96 70.00 0.250 0.020
4504909 $459,797.04 78.72 0.250 0.020
4504947 $114,729.21 46.94 0.250 0.020
4504969 $300,528.94 76.20 0.250 0.020
4504975 $649,124.82 60.92 0.250 0.020
4505002 $227,668.91 80.00 0.250 0.020
4505009 $247,245.31 80.00 0.250 0.020
4505015 $366,775.13 79.86 0.250 0.020
4505018 $261,881.94 75.00 0.250 0.020
4505020 $238,925.51 62.97 0.250 0.020
4505031 $279,312.22 74.60 0.250 0.020
4505039 $270,361.93 65.30 0.250 0.020
4505053 $228,799.24 72.73 0.250 0.020
4505059 $647,926.56 59.09 0.250 0.020
4505097 $253,349.40 95.00 99 0.250 0.020
4505146 $233,412.11 90.00 06 0.250 0.020
4505157 $246,403.89 79.94 0.250 0.020
4505159 $260,355.72 89.99 13 0.250 0.020
4505175 $278,489.34 90.00 06 0.250 0.020
4505214 $129,779.74 63.11 0.250 0.020
4505218 $347,481.85 55.68 0.250 0.020
4505227 $108,624.40 75.00 0.250 0.020
4505232 $312,743.51 82.63 99 0.250 0.020
4505268 $350,193.82 79.77 0.250 0.020
4505275 $259,737.01 74.39 0.250 0.020
4505282 $498,678.36 65.79 0.250 0.020
4505311 $264,633.94 80.00 0.250 0.020
4505344 $215,368.66 79.70 0.250 0.020
4505372 $233,449.04 90.00 33 0.250 0.020
4505397 $239,103.48 76.19 0.250 0.020
4505399 $324,797.99 58.04 0.250 0.020
4505422 $278,534.57 76.90 0.250 0.020
4505445 $263,616.63 80.00 0.250 0.020
4505476 $220,811.51 90.00 99 0.250 0.020
4505488 $499,672.93 79.49 0.250 0.020
4505503 $265,657.31 62.22 0.250 0.020
4505506 $269,127.23 69.23 0.250 0.020
4505508 $275,107.81 78.86 0.250 0.020
4505516 $93,906.44 81.78 99 0.250 0.020
4505520 $327,523.69 80.00 0.250 0.020
4505544 $292,435.53 79.59 0.250 0.020
4505545 $223,568.53 70.00 0.250 0.020
4505554 $134,546.25 72.98 0.250 0.020
4505559 $253,371.86 95.00 99 0.250 0.020
4505575 $237,106.22 80.00 0.250 0.020
4505576 $211,857.50 80.00 0.250 0.020
4505584 $270,426.05 80.00 0.250 0.020
4505609 $239,715.58 80.00 0.250 0.020
4505611 $559,123.64 36.72 0.250 0.020
4505645 $81,837.99 80.00 0.250 0.020
4505663 $496,921.13 76.92 0.250 0.020
4505666 $194,644.91 74.98 0.250 0.020
4505674 $136,509.74 58.68 0.250 0.020
4505677 $215,730.54 88.16 99 0.250 0.020
4505710 $458,281.71 78.46 0.250 0.020
4505737 $277,628.37 78.39 0.250 0.020
4505747 $230,853.23 89.35 13 0.250 0.020
4505781 $297,000.00 90.00 99 0.250 0.020
4505784 $269,364.29 69.23 0.250 0.020
4505816 $248,214.19 74.94 0.250 0.020
4505826 $290,845.39 80.00 0.250 0.020
4505851 $233,775.08 83.68 99 0.250 0.020
4505856 $156,923.44 79.99 0.250 0.020
4505874 $267,580.59 80.00 0.250 0.020
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4506211 $409,358.37 77.36 GD 6YR 0.250 G0.020
4506316 $349,491.75 70.00 0.250 0.020
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4507881 $434,497.63 75.00 0.250 0.020
4507905 $252,532.64 74.56 GD 2YR 0.250 G0.020
4507909 $245,071.62 72.89 GD 4YR 0.250 G0.020
4507925 $350,014.86 90.00 99 0.250 0.020
4507927 $374,220.69 68.18 0.250 0.020
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4508592 $298,109.25 89.99 06 0.250 0.020
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4508894 $256,472.57 88.01 GD 5YR 99 0.250 G0.020
4508907 $429,504.21 57.31 0.250 0.020
4508909 $237,645.62 65.56 0.250 0.020
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4509989 $329,314.19 75.00 0.250 0.020
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4521123 $199,884.92 63.49 0.250 0.020
4521134 $71,906.50 80.00 0.250 0.020
4521172 $107,937.86 80.00 0.250 0.020
4521187 $299,436.68 74.26 0.250 0.020
4521196 $42,976.51 55.13 0.250 0.020
4521200 $240,000.00 60.30 0.250 0.020
4521239 $388,777.81 72.90 0.250 0.020
4521252 $232,544.73 80.00 0.250 0.020
4521254 $275,824.00 73.40 0.250 0.020
4521273 $330,988.81 90.00 11 0.250 0.020
4521278 $236,000.00 80.00 0.250 0.020
4521303 $59,930.71 68.60 0.250 0.020
4521336 $410,000.00 79.15 0.250 0.020
4521379 $70,310.69 80.00 0.250 0.020
4521396 $71,856.44 79.98 0.250 0.020
4521403 $69,517.52 80.00 0.250 0.020
4521413 $37,556.58 80.00 0.250 0.020
4521431 $459,706.67 78.63 0.250 0.020
4521439 $123,930.48 80.00 0.250 0.020
4521447 $49,949.32 54.95 0.250 0.020
4521463 $361,257.44 77.74 0.250 0.020
4521481 $259,683.04 80.00 0.250 0.020
4521507 $235,513.29 90.00 11 0.250 0.020
4521764 $274,229.44 80.00 0.250 0.020
4521787 $276,932.13 79.99 0.250 0.020
4521790 $227,929.57 80.00 0.250 0.020
4521869 $272,342.84 94.99 12 0.250 0.020
4521872 $489,498.51 90.00 12 0.250 0.020
4521933 $222,250.77 80.00 0.250 0.020
4521960 $215,126.15 75.00 0.250 0.020
4522038 $107,139.89 80.00 0.250 0.020
4522048 $51,942.99 57.78 0.250 0.020
4522055 $223,877.64 80.00 0.250 0.020
4522142 $552,647.37 70.00 0.250 0.020
4522204 $260,434.58 79.99 0.250 0.020
4522216 $231,598.40 90.00 33 0.250 0.020
4522231 $299,250.00 90.00 33 0.250 0.020
4522254 $113,987.71 79.98 0.250 0.020
4522256 $99,950.81 68.49 0.250 0.020
4522348 $499,689.22 68.97 0.250 0.020
4522396 $367,563.90 80.00 0.250 0.020
4522411 $422,758.28 74.26 0.250 0.020
4522487 $92,860.06 70.00 0.250 0.020
4522495 $97,815.94 80.00 0.250 0.020
4522504 $226,929.17 95.00 99 0.250 0.020
4522515 $326,644.49 79.42 0.250 0.020
4522539 $302,416.68 89.97 33 0.250 0.020
4522614 $255,441.13 80.00 0.250 0.020
4522618 $179,712.19 80.00 0.250 0.020
4522638 $243,679.68 80.00 0.250 0.020
4522657 $249,856.17 55.56 0.250 0.020
4522664 $273,261.65 75.00 0.250 0.020
4522674 $317,857.60 74.99 0.250 0.020
4522681 $217,535.43 77.30 0.250 0.020
4522688 $388,153.86 80.00 0.250 0.020
4522707 $362,974.25 80.00 0.250 0.020
4522714 $278,624.35 90.00 01 0.250 0.020
4522747 $365,000.00 77.83 0.250 0.020
4522834 $99,946.78 80.00 0.250 0.020
4522861 $313,828.48 89.97 99 0.250 0.020
4522862 $235,864.21 80.00 0.250 0.020
4522913 $220,217.83 90.00 13 0.250 0.020
4522922 $202,565.79 38.63 0.250 0.020
4522960 $104,878.73 54.69 0.250 0.020
4522971 $499,697.10 89.30 11 0.250 0.020
4523035 $356,000.00 80.00 0.250 0.020
4523067 $256,637.97 80.00 0.250 0.020
4523075 $327,590.83 80.00 0.250 0.020
4523194 $199,775.75 76.91 0.250 0.020
4523197 $396,546.97 76.31 0.250 0.020
4523208 $87,945.30 61.97 0.250 0.020
4523241 $131,176.41 70.00 0.250 0.020
4523330 $386,765.55 77.40 0.250 0.020
4523401 $373,290.60 90.00 99 0.250 0.020
4523489 $302,000.00 80.00 0.250 0.020
4523493 $374,605.69 80.00 0.250 0.020
4523514 $84,434.19 79.97 0.250 0.020
4523521 $251,862.35 90.00 99 0.250 0.020
4523559 $125,854.49 70.00 0.250 0.020
4523574 $289,600.00 80.00 0.250 0.020
4523729 $135,915.47 80.00 0.250 0.020
4523777 $317,407.60 80.00 0.250 0.020
4523795 $209,476.25 80.00 0.250 0.020
4523828 $102,339.54 80.00 0.250 0.020
4523830 $167,805.98 80.00 0.250 0.020
4523848 $83,958.68 80.00 0.250 0.020
4523857 $324,822.47 59.74 0.250 0.020
4523938 $319,280.12 73.28 0.250 0.020
4524141 $80,459.35 70.00 0.250 0.020
4524180 $87,049.88 79.84 0.250 0.020
4524187 $226,869.40 88.33 13 0.250 0.020
4524193 $384,754.50 70.00 0.250 0.020
4524196 $342,793.28 80.00 0.250 0.020
4524199 $239,642.92 80.00 0.250 0.020
4524264 $213,860.01 76.16 0.250 0.020
4524312 $267,938.54 80.00 0.250 0.020
4524317 $283,607.82 80.00 0.250 0.020
4524526 $138,322.41 80.00 0.250 0.020
4524545 $71,957.49 79.12 0.250 0.020
4524578 $103,846.14 79.98 0.250 0.020
4524731 $82,353.80 80.00 0.250 0.020
4524798 $233,676.88 70.91 0.250 0.020
4524882 $80,701.74 80.00 0.250 0.020
4524886 $77,956.26 34.68 0.250 0.020
4525001 $110,000.00 78.57 0.250 0.020
4525014 $296,838.64 80.00 0.250 0.020
4525037 $349,752.97 80.00 0.250 0.020
4525094 $344,391.24 79.99 0.250 0.020
4525095 $224,174.25 89.99 99 0.250 0.020
4525096 $269,188.17 54.00 0.250 0.020
4525103 $189,893.48 80.00 0.250 0.020
4525138 $399,775.75 83.33 99 0.250 0.020
4525192 $265,050.00 90.00 99 0.250 0.020
4525338 $250,710.13 89.96 13 0.250 0.020
4525351 $562,159.23 75.00 0.250 0.020
4525533 $334,802.21 47.86 0.250 0.020
4525675 $247,214.18 90.00 12 0.250 0.020
4525726 $339,788.67 80.00 0.250 0.020
4525735 $275,637.05 80.00 0.250 0.020
4525801 $206,381.19 70.00 0.250 0.020
4525829 $305,414.87 80.00 0.250 0.020
4525858 $286,271.95 85.00 33 0.250 0.020
4525878 $490,000.00 70.00 0.250 0.020
4525888 $331,541.54 80.00 0.250 0.020
4525897 $140,429.05 74.99 0.250 0.020
4525916 $265,882.33 75.00 0.250 0.020
4525977 $374,161.25 90.00 33 0.250 0.020
4525996 $270,000.00 77.14 0.250 0.020
4526011 $241,705.76 78.06 0.250 0.020
4526020 $282,655.90 62.61 0.250 0.020
4526042 $53,000.00 32.12 0.250 0.020
4526057 $419,745.56 39.07 0.250 0.020
4526546 $292,395.68 80.00 0.250 0.020
4526754 $116,000.00 80.00 0.250 0.020
4527019 $293,923.38 90.00 11 0.250 0.020
4527021 $239,676.85 75.00 0.250 0.020
4527027 $238,255.58 80.00 0.250 0.020
4527029 $329,810.13 76.74 0.250 0.020
4527031 $249,546.77 70.45 0.250 0.020
4527038 $252,992.65 79.99 0.250 0.020
4527040 $259,649.93 80.00 0.250 0.020
4527096 $260,000.00 80.00 0.250 0.020
4527152 $389,014.19 75.00 0.250 0.020
4527162 $379,763.80 80.00 0.250 0.020
4527163 $236,852.68 74.06 0.250 0.020
4527165 $274,337.93 90.00 01 0.250 0.020
4527173 $318,511.84 89.27 01 0.250 0.020
4527182 $259,838.39 80.00 0.250 0.020
4527191 $238,170.64 90.00 01 0.250 0.020
4527194 $363,761.89 80.00 0.250 0.020
4527215 $147,000.00 70.00 0.250 0.020
4527271 $324,708.18 90.00 33 0.250 0.020
4527419 $214,066.86 90.00 11 0.250 0.020
4527562 $256,344.60 90.00 11 0.250 0.020
4527673 $262,000.00 80.00 0.250 0.020
4527942 $239,846.96 75.00 0.250 0.020
4528274 $296,049.26 90.00 01 0.250 0.020
4528519 $216,515.39 89.99 01 0.250 0.020
4528579 $157,388.84 70.00 0.250 0.020
4529041 $255,836.75 80.00 0.250 0.020
4529895 $271,826.55 80.00 0.250 0.020
</TABLE>
$386,953,882.96
COUNT: 1482
WAC: 7.9770
WAM: 355.5928
WALTV: 75.9706
<PAGE>
EXHIBIT F-3
NASCOR
NMI /
1996-1
(Part A)
20, 25, & 30 YEAR
FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
- ----- --------------------- -------- ----- -------- -------- -------- ---------- -------- ----------
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>
4464924 HONOLULU HI 96822 SFD 8.125 7.855 $4,826.24 360 1-Sep-25
4481013 HONOLULU HI 96825 SFD 7.500 7.230 $2,342.37 360 1-Nov-25
4506386 KAPOLEI HI 96707 SFD 7.625 7.355 $2,689.62 360 1-Jan-26
4459573 LONGMONT CO 80503 SFD 8.625 8.355 $2,084.48 360 1-Sep-25
4481369 CARLSBAD CA 92008 SFD 8.625 8.355 $1,967.81 360 1-Jan-26
4484723 NEW FAIRFIELD CT 06812 SFD 7.750 7.480 $594.63 360 1-Aug-25
4485645 HOPKINTON MA 01748 SFD 8.500 8.230 $1,999.18 360 1-Sep-25
4485716 JACKSONVILLE FL 32223 PUD 8.125 7.855 $4,770.54 360 1-Dec-25
4491138 SAN CLEMENTE CA 92673 SFD 8.250 7.980 $1,757.97 360 1-Jan-26
4494599 NORTH BEND WA 98045 SFD 7.500 7.230 $1,566.25 360 1-Jan-26
4494680 ALBUQUERQUE NM 87114 SFD 8.625 8.355 $2,100.04 360 1-Jan-26
4503919 UPPERSADDLE RIVER NJ 07458 SFD 8.000 7.730 $2,509.48 360 1-Feb-26
4509588 NORTH SMITHFIELD RI 02896 SFD 8.625 8.355 $777.79 360 1-Mar-26
4509609 JERICHO NY 11753 SFD 7.750 7.480 $1,683.57 360 1-Mar-26
4509611 TAMPA FL 33647 SFD 7.750 7.480 $1,918.19 360 1-Apr-26
4509625 HAMPTON BAYS NY 11946 SFD 9.000 8.730 $402.32 360 1-Apr-26
4509765 WARWICK NY 10990 LCO 8.500 8.230 $628.59 360 1-Mar-26
4511660 CLARKS SUMMIT PA 18411 SFD 8.500 8.230 $826.59 360 1-Mar-26
4512128 NEW CITY NY 10956 SFD 8.625 8.355 $1,578.92 360 1-Apr-26
4512144 WAYNE NJ 07470 SFD 8.500 8.230 $2,196.02 360 1-Mar-26
4512147 ANNAPOLIS MD 21403 SFD 7.875 7.605 $1,464.65 360 1-Apr-26
4512168 PHOENIXVILLE PA 19460 LCO 8.500 8.230 $590.15 360 1-Apr-26
4513024 FORT MYERS FL 33908 SFD 8.000 7.730 $2,318.70 360 1-Jun-26
4513082 EAST BRIDGEWATER MA 02333 SFD 7.875 7.605 $855.59 360 1-Apr-26
4514445 CAPE MAY NJ 08204 SFD 8.375 8.105 $668.87 360 1-Apr-26
4515600 BENSALEM PA 19020 SFD 8.250 7.980 $698.68 360 1-Apr-26
4516078 HOPEDALE MA 01747 LCO 8.500 8.230 $750.46 360 1-Apr-26
4516293 DOVER PLAINS NY 12522 SFD 8.875 8.605 $843.39 360 1-May-26
4516531 LAKELAND FL 33813 SFD 8.375 8.105 $3,142.90 360 1-Apr-26
4516958 TAUNTON MA 02780 SFD 8.500 8.230 $552.85 360 1-May-26
4517604 READING PA 19607 SFD 8.375 8.105 $1,519.39 360 1-May-26
4519093 ALLENTOWN PA 18104 SFD 9.125 8.855 $569.55 360 1-May-26
4519515 COLONIE NY 12211 SFD 9.000 8.730 $1,408.09 360 1-May-26
4519938 EAST FALMOUTH MA 02536 SFD 8.625 8.355 $678.24 360 1-May-26
4521517 HOUSTON TX 77030 SFD 8.250 7.980 $835.41 360 1-Apr-26
4522355 NEW ROCHELLE NY 10801 SFD 9.000 8.730 $804.63 360 1-May-26
4522466 WARWICK NY 10990 SFD 8.500 8.230 $522.87 360 1-May-26
4522900 SILVERTHORNE CO 80498 LCO 8.875 8.605 $795.65 360 1-May-26
4523052 DENVER CO 80210 SFD 8.500 8.230 $1,036.50 360 1-May-26
4523400 MONROE NY 10950 SFD 9.125 8.855 $992.64 360 1-Jun-26
4524540 SOMERS NY 10589 SFD 9.250 8.980 $855.59 360 1-Jun-26
4525629 FREEPORT NY 11520 SFD 9.500 9.230 $908.13 360 1-Jun-26
4477498 VILLANOVA PA 19085 SFD 7.625 7.355 $3,238.16 360 1-Sep-25
4477531 LOS ALTOS CA 94024 SFD 7.000 6.730 $4,156.81 360 1-Sep-25
4477541 HONOLULU HI 96821 SFD 7.500 7.230 $4,020.48 360 1-Sep-25
4482381 CARY NC 27511 SFD 7.750 7.480 $2,089.77 360 1-Nov-25
4484688 SANTA BARBARA CA 93109 SFD 8.500 8.230 $2,191.40 360 1-Oct-25
4484711 ARCADIA CA 91006 SFD 8.000 7.730 $1,687.66 360 1-Oct-25
4484719 LOS GATOS CA 95032 SFD 7.875 7.605 $2,755.26 360 1-Oct-25
4484728 LOS ALTOS CA 94024 SFD 7.750 7.480 $2,507.44 360 1-Oct-25
4487963 FORT MYERS FL 33913 SFD 7.625 7.355 $1,734.09 360 1-Nov-25
4487981 WEST TISBURY MA 02575 SFD 8.375 8.105 $2,614.65 360 1-Nov-25
4488656 APTOS CA 95003 SFD 7.250 6.980 $1,882.81 360 1-Nov-25
4488658 NORTH ANDOVER MA 01845 SFD 8.750 8.480 $1,734.68 360 1-Nov-25
4488663 SAN LUIS OBISPO CA 93405 SFD 7.875 7.605 $1,666.94 360 1-Nov-25
4488677 SNOWMASS VILLAGE CO 81611 SFD 8.000 7.730 $2,516.81 360 1-Nov-25
4488680 BOISE ID 83703 SFD 8.000 7.730 $1,926.13 360 1-Nov-25
4488686 FT. LAUDERDALE FL 33301 SFD 8.250 7.980 $2,163.65 360 1-Nov-25
4488697 NEWPORT BEACH CA 92662 SFD 8.125 7.855 $2,784.36 360 1-Nov-25
4488705 ALBANY CA 94706 SFD 8.250 7.980 $1,878.17 360 1-Nov-25
4488710 DALLAS TX 75230 SFD 7.875 7.605 $2,054.12 360 1-Nov-25
4488718 IRVINE CA 92720 SFD 8.125 7.855 $2,375.99 360 1-Nov-25
4488725 LAKEWOOD CA 90712 SFD 8.250 7.980 $1,772.99 360 1-Nov-25
4488732 LOS ALTOS HILLS CA 94022 SFD 8.375 8.105 $4,317.21 360 1-Nov-25
4488734 KAILUA HI 96734 SFD 7.875 7.605 $2,530.49 360 1-Nov-25
4488736 MILLBURN NJ 07078 SFD 7.875 7.605 $2,153.46 360 1-Nov-25
4491172 MERION PA 19066 SFD 8.125 7.855 $2,078.99 360 1-Jul-25
4491911 SAN JOSE CA 95148 SFD 8.375 8.105 $1,596.15 360 1-Dec-25
4495534 DUNWOODY GA 30338 SFD 8.375 8.105 $1,970.87 360 1-Dec-25
4495548 ORANGE CA 92669 SFD 8.375 8.105 $2,090.20 360 1-Dec-25
4509671 EDEN PRAIRIE MN 55347 SFD 7.750 7.480 $2,149.24 360 1-Apr-26
4510074 COLORADO SPRINGS CO 80906 SFD 7.875 7.605 $1,591.53 360 1-Apr-26
4511319 BLOOMINGTON MN 55438 SFD 6.875 6.605 $1,642.33 360 1-Apr-26
4511677 NORTH OAKS MN 55127 SFD 6.875 6.605 $1,418.97 360 1-Apr-26
4517549 EDINA MN 55424 SFD 6.875 6.605 $1,642.33 360 1-Apr-26
4517689 SHOREWOOD MN 55331 SFD 6.875 6.605 $1,418.97 360 1-Apr-26
4517709 MINNEAPOLIS MN 55416 SFD 6.875 6.605 $1,642.33 360 1-Jan-26
4517713 GRANT TOWNSHIP MN 55110 SFD 6.875 6.605 $1,602.91 360 1-Jan-26
4517719 BLAINE MN 55449 SFD 6.875 6.605 $1,491.23 360 1-Feb-26
4517724 EDINA MN 55424 SFD 6.875 6.605 $1,602.91 360 1-Apr-26
4517734 EAGAN MN 55123 SFD 6.875 6.605 $1,182.48 360 1-Feb-26
4518603 SAN JOSE CA 95125 SFD 7.250 6.980 $1,514.44 360 1-Mar-26
4518607 LAWRENCE KS 66047 SFD 7.375 7.105 $1,652.10 360 1-Jan-26
4518662 BIG SKY MT 59716 SFD 8.875 8.605 $2,880.24 360 1-Feb-26
4518684 INVER GROVE HEIGHTS MN 55076 SFD 8.000 7.730 $744.41 360 1-Jan-26
4518693 ST. PETER MN 56082 SFD 8.375 8.105 $547.26 360 1-Jan-26
4518697 BUFFALO MN 55313 MF2 8.000 7.730 $807.15 360 1-Jan-26
4518718 BARTLETT IL 60103 SFD 8.375 8.105 $1,299.73 360 1-Apr-26
4518736 LACROSSE WI 54601 SFD 8.375 8.105 $410.44 360 1-Jan-26
4518738 ARAPAHOE NE 68922 SFD 8.375 8.105 $533.58 360 1-Apr-26
4518743 GRAND FORKS ND 58201 SFD 7.875 7.605 $1,029.24 360 1-Apr-26
4521416 EAGAN MN 55122 SFD 7.250 6.980 $2,135.22 360 1-Mar-26
4521424 ST PAUL MN 55106 LCO 8.375 8.105 $420.57 360 1-Jan-26
4521440 PRIOR LAKE MN 55372 SFD 7.250 6.980 $1,910.10 360 1-Mar-26
4521442 BLAINE MN 55014 SFD 8.625 8.355 $842.61 360 1-Jan-25
4521450 EDINA MN 55436 SFD 7.625 7.355 $2,919.65 360 1-Feb-26
4521453 COLORADO SPRINGS CO 80906 SFD 8.375 8.105 $977.54 360 1-Jan-26
4521455 PUEBLO WEST CO 81007 SFD 8.000 7.730 $440.26 360 1-Apr-26
4521460 BLOOMINGTON MN 55437 SFD 7.500 7.230 $2,132.61 360 1-Mar-26
4521466 INDEPENDENCE MN 55359 SFD 7.625 7.355 $2,972.74 360 1-Mar-26
4521467 MINNEAPOLIS MN 55410 SFD 7.500 7.230 $3,845.68 360 1-Mar-26
4521469 LAKEVILLE MN 55044 SFD 7.875 7.605 $1,812.68 360 1-Feb-26
4521480 BOULDER CO 80301 SFD 8.125 7.855 $1,658.74 360 1-Apr-26
4521485 PLYMOUTH MN 55446 SFD 7.750 7.480 $1,644.17 360 1-Mar-26
4521490 DENVER CO 80206 SFD 7.750 7.480 $2,493.12 360 1-Mar-26
4521494 CHASKA MN 55318 SFD 8.125 7.855 $1,633.87 360 1-Nov-25
4521500 APPLE VALLEY MN 55124 SFD 7.750 7.480 $1,819.69 360 1-Mar-26
4521502 MEDINA MN 55391 SFD 7.875 7.605 $2,065.73 360 1-Mar-26
4521511 CAMBRIDGE MN 55008 SFD 7.500 7.230 $1,694.90 360 1-Mar-26
4521513 ELK RIVER MN 55330 SFD 7.500 7.230 $2,169.67 360 1-Feb-26
4521516 DULUTH MN 55803 SFD 8.000 7.730 $1,944.48 360 1-Mar-26
4521521 PUEBLO WEST CO 81007 SFD 7.750 7.480 $358.21 360 1-Apr-26
4521533 ENGLEWOOD CO 80111 SFD 7.875 7.605 $2,900.28 360 1-Apr-26
4521549 PHOENIX AZ 85044 SFD 7.875 7.605 $1,856.18 360 1-Apr-26
4521558 LITTLETON CO 80120 PUD 7.750 7.480 $1,955.81 360 1-Mar-26
4521597 MINNEAPOLIS MN 55410 SFD 7.750 7.480 $3,796.99 360 1-Mar-26
4521616 WOODBURY MN 55125 SFD 7.625 7.355 $1,815.50 360 1-Mar-26
4490942 GENESEO NY 14454 SFD 8.750 8.480 $1,856.61 360 1-Mar-25
4491151 KITTERY ME 03904 SFD 8.750 8.480 $2,023.46 360 1-Nov-22
4502911 PALATINE IL 60067 SFD 7.500 7.230 $1,718.67 360 1-Feb-26
4527925 ORINDA CA 94563 SFD 8.875 8.605 $3,154.73 360 1-May-26
4527934 TUALATIN OR 97062 SFD 7.375 7.105 $1,702.51 360 1-May-26
4527936 JONESBORO GA 30236 SFD 8.125 7.855 $2,598.74 360 1-Apr-26
4527937 PHOENIX MD 21131 SFD 8.250 7.980 $2,310.15 360 1-Apr-26
4527939 SAN ANTONIO TX 78212 SFD 7.750 7.480 $2,142.07 360 1-May-26
4527940 HARRISON NY 10604 SFD 8.250 7.980 $3,966.69 360 1-May-26
4527941 GYPSUM CO 81637 SFD 8.000 7.730 $2,678.25 360 1-Apr-26
4527943 SALT LAKE CITY UT 84117 SFD 8.500 8.230 $7,304.68 360 1-Apr-26
4527945 BATON ROUGE LA 70808 SFD 7.750 7.480 $1,701.48 360 1-Jan-26
4527950 AUSTIN TX 78739 SFD 7.875 7.605 $1,797.81 360 1-May-26
4527967 BRANCHBURG NJ 08853 SFD 7.500 7.230 $1,817.96 360 1-Apr-26
4527973 SHREVEPORT LA 71106 SFD 7.625 7.355 $1,981.82 360 1-Apr-26
4527975 FAIRFAX VA 22031 SFD 7.875 7.605 $1,667.66 360 1-May-26
4527980 SOUTHINGTON CT 06489 SFD 7.875 7.605 $2,117.20 360 1-Feb-26
4527982 WALNUT CREEK CA 94598 SFD 8.000 7.730 $2,348.05 360 1-May-26
4527986 SAN JOSE CA 95125 SFD 8.125 7.855 $1,722.59 360 1-May-26
4527990 BELLEVUE WA 98006 SFD 8.375 8.105 $2,331.52 360 1-May-26
4527996 CHARLOTTE NC 28270 SFD 7.875 7.605 $1,863.43 360 1-Jan-26
4528002 LONGMONT CO 80503 SFD 8.000 7.730 $2,017.85 360 1-Apr-26
4528021 BAINBRIDGE ISLAND WA 98110 SFD 7.875 7.605 $2,958.28 360 1-Apr-26
4528024 WILTON CT 06897 SFD 7.625 7.355 $2,123.39 360 1-May-26
4528027 SAN JOSE CA 95120 SFD 8.125 7.855 $2,197.79 360 1-May-26
4528032 HOUSTON TX 77005 SFD 7.750 7.480 $2,367.03 360 1-Apr-26
4528033 MONROE LA 71201 SFD 7.875 7.605 $1,925.06 360 1-May-26
4528035 SARATOGA CA 95070 SFD 7.875 7.605 $2,444.93 360 1-May-26
4528037 ISSAQUAH WA 98027 SFD 8.125 7.855 $3,326.39 360 1-Apr-26
4528041 REDWOOD CITY CA 94062 SFD 7.875 7.605 $2,709.95 360 1-May-26
4528044 SAN JOSE CA 95136 SFD 7.750 7.480 $1,887.89 360 1-May-26
4528045 ATLANTA GA 30342 SFD 8.250 7.980 $1,656.54 360 1-Apr-26
4528049 LITTLE ROCK AR 72212 SFD 8.250 7.980 $1,656.54 360 1-Apr-26
4528051 PLYMOUTH MN 55447 SFD 8.250 7.980 $2,253.80 360 1-Apr-26
4528052 SANTA CLARA CA 95050 SFD 8.000 7.730 $1,643.63 360 1-May-26
4528058 LITTLE ROCK AR 72211 SFD 7.500 7.230 $1,723.21 360 1-Apr-26
4528059 SAN ANSELMO CA 94960 SFD 8.250 7.980 $2,817.25 360 1-May-26
4528063 KIRKLAND WA 98033 SFD 7.750 7.480 $2,417.89 360 1-Apr-26
4528068 GARDEN CITY NY 11530 SFD 8.500 8.230 $2,160.65 360 1-May-26
4528074 LOS ANGELES CA 91436 SFD 7.375 7.105 $2,486.43 360 1-Apr-26
4528077 ALAMO CA 94509 SFD 8.250 7.980 $2,366.49 360 1-May-26
4528085 ALEXANDRIA VA 22302 SFD 8.375 8.105 $4,560.44 360 1-Apr-26
4504707 MIDDLETOWN MD 21769 SFD 7.875 7.605 $1,781.50 360 1-Mar-26
4506553 HAGERSTOWN MD 21740 SFD 7.500 7.230 $369.19 360 1-Apr-26
4509641 HOLLAND OH 43528 SFD 8.250 7.980 $1,652.79 360 1-Feb-26
4510383 NICHOLASVILLE KY 40356 SFD 7.625 7.355 $2,344.93 360 1-Feb-26
4519487 CORBIN KY 40701 SFD 8.250 7.980 $1,789.52 360 1-Apr-26
4519491 RALEIGH NC 27615 SFD 7.625 7.355 $2,281.93 360 1-Mar-26
4519535 FLOWER MOUND TX 75028 SFD 7.250 6.980 $1,830.28 360 1-Mar-26
4519558 COPLAY PA 18037 SFD 7.500 7.230 $1,582.84 352 1-Jul-25
4519568 WASHINGTON DC 20015 SFD 7.500 7.230 $1,622.18 360 1-Apr-26
4519574 UNION CT 06076 SFD 7.500 7.230 $1,679.52 360 1-Apr-26
4519584 OAK RIDGE TN 37830 SFD 7.625 7.355 $1,684.55 360 1-Apr-26
4519592 WASHINGTON DC 20016 SFD 7.000 6.730 $1,663.26 360 1-Mar-26
4519742 DALLAS TX 75287 SFD 7.750 7.480 $1,607.99 360 1-Apr-26
4519757 SMYRNA GA 30080 SFD 7.875 7.605 $1,568.33 360 1-Apr-26
4523013 JENSEN BEACH FL 34957 SFD 8.875 8.605 $1,926.08 240 1-May-16
4523022 GURNEE IL 60031 SFD 8.250 7.980 $1,946.54 360 1-May-26
4527920 ALPHARETTA GA 30202 SFD 8.250 7.980 $1,805.30 360 1-May-26
4527924 HOCKESSIN DE 19707 SFD 8.375 8.105 $2,945.28 360 1-May-26
4527926 NORTH PALM BEACH FL 33408 SFD 8.250 7.980 $2,374.01 360 1-May-26
4527929 COLLEYVILLE TX 76034 SFD 8.125 7.855 $1,633.50 360 1-May-26
4527930 ATLANTA GA 30306 SFD 8.250 7.980 $1,730.92 360 1-Jun-26
4527932 TOLEDO OH 43620 SFD 9.250 8.980 $1,999.11 360 1-Jun-26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
- ----- -------------- ------ --------- ------------------ ----------- -----------
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>
4464924 $645,616.09 74.29 0.250 0.020
4481013 $332,966.99 64.42 0.250 0.020
4506386 $375,775.26 80.00 0.250 0.020
4459573 $266,365.53 80.00 0.250 0.020
4481369 $251,535.92 70.28 0.250 0.020
4484723 $82,334.31 59.29 0.250 0.020
4485645 $258,373.72 80.00 0.250 0.020
4485716 $639,497.60 78.35 0.250 0.020
4491138 $233,089.14 90.00 11 0.250 0.020
4494599 $222,986.78 80.00 0.250 0.020
4494680 $269,026.16 60.00 0.250 0.020
4503919 $340,837.20 76.00 0.250 0.020
4509588 $99,761.29 72.89 0.250 0.020
4509609 $234,330.10 79.93 0.250 0.020
4509611 $267,169.28 68.65 0.250 0.020
4509625 $49,917.43 68.49 0.250 0.020
4509765 $81,549.77 75.00 0.250 0.020
4511660 $107,236.69 69.35 0.250 0.020
4512128 $202,637.83 79.61 0.250 0.020
4512144 $284,900.53 80.00 0.250 0.020
4512147 $201,580.18 44.89 0.250 0.020
4512168 $76,602.46 76.75 0.250 0.020
4513024 $315,787.97 80.00 0.250 0.020
4513082 $117,754.76 47.20 0.250 0.020
4514445 $87,834.74 80.00 0.250 0.020
4515600 $92,820.87 79.49 0.250 0.020
4516078 $97,421.35 80.00 0.250 0.020
4516293 $105,880.70 73.10 0.250 0.020
4516531 $412,723.57 75.87 0.250 0.020
4516958 $71,812.57 79.98 0.250 0.020
4517604 $199,650.63 79.99 0.250 0.020
4519093 $69,925.20 65.42 0.250 0.020
4519515 $174,808.10 53.68 0.250 0.020
4519938 $87,096.65 80.00 0.250 0.020
4521517 $110,985.80 80.00 0.250 0.020
4522355 $99,890.33 40.82 0.250 0.020
4522466 $67,917.30 62.96 0.250 0.020
4522900 $99,887.45 80.00 0.250 0.020
4523052 $134,636.08 80.00 0.250 0.020
4523400 $121,935.07 58.10 0.250 0.020
4524540 $103,946.08 80.00 0.250 0.020
4525629 $107,946.87 80.00 0.250 0.020
4477498 $454,092.41 75.85 0.250 0.020
4477531 $619,542.00 80.00 0.250 0.020
4477541 $570,610.67 63.89 0.250 0.020
4482381 $290,015.31 79.27 0.250 0.020
4484688 $283,401.41 64.04 0.250 0.020
4484711 $228,573.45 69.70 0.250 0.020
4484719 $377,583.68 64.79 0.250 0.020
4484728 $347,718.49 55.56 0.250 0.020
4487963 $243,549.49 79.21 0.250 0.020
4487981 $339,226.16 80.00 0.250 0.020
4488656 $273,627.85 64.19 0.250 0.020
4488658 $219,359.46 90.00 17 0.250 0.020
4488663 $228,604.86 76.66 0.250 0.020
4488677 $341,115.32 55.77 0.250 0.020
4488680 $261,057.64 75.00 0.250 0.020
4488686 $286,494.97 68.57 0.250 0.020
4488697 $372,990.48 65.22 0.250 0.020
4488705 $248,693.52 87.26 33 0.250 0.020
4488710 $281,703.99 74.55 0.250 0.020
4488718 $318,285.19 80.00 0.250 0.020
4488725 $234,766.71 80.00 0.250 0.020
4488732 $565,105.68 48.46 0.250 0.020
4488734 $347,033.87 59.66 0.250 0.020
4488736 $294,388.67 90.00 99 0.250 0.020
4491172 $277,718.39 61.54 0.250 0.020
4491911 $209,066.97 77.78 0.250 0.020
4495534 $258,048.66 94.88 01 0.250 0.020
4495548 $273,778.16 82.09 12 0.250 0.020
4509671 $299,360.67 75.76 0.250 0.020
4510074 $219,043.84 74.91 0.250 0.020
4511319 $249,366.27 56.82 0.250 0.020
4511677 $215,250.75 80.00 0.250 0.020
4517549 $249,366.27 70.42 0.250 0.020
4517689 $215,070.51 75.00 0.250 0.020
4517709 $248,721.59 49.02 0.250 0.020
4517713 $242,752.29 78.21 0.250 0.020
4517719 $226,035.46 74.98 0.250 0.020
4517724 $243,381.49 53.04 0.250 0.020
4517734 $179,235.13 42.35 0.250 0.020
4518603 $221,300.93 80.00 0.250 0.020
4518607 $238,090.98 89.99 01 0.250 0.020
4518662 $360,970.14 55.69 0.250 0.020
4518684 $100,864.69 79.22 0.250 0.020
4518693 $71,726.72 90.00 12 0.250 0.020
4518697 $109,549.66 78.57 0.250 0.020
4518718 $170,678.90 90.00 11 0.250 0.020
4518736 $53,795.07 90.00 06 0.250 0.020
4518738 $70,068.16 86.67 06 0.250 0.020
4518743 $141,655.00 74.71 0.250 0.020
4521416 $312,014.40 74.52 0.250 0.020
4521424 $54,713.98 94.96 06 0.250 0.020
4521440 $279,118.32 74.67 0.250 0.020
4521442 $107,055.06 94.98 12 0.250 0.020
4521450 $410,988.13 75.00 0.250 0.020
4521453 $127,082.83 95.00 06 0.250 0.020
4521455 $59,851.21 35.29 0.250 0.020
4521460 $304,086.04 79.43 0.250 0.020
4521466 $418,772.40 71.37 0.250 0.020
4521467 $548,351.91 61.97 0.250 0.020
4521469 $249,128.37 64.10 0.250 0.020
4521480 $222,958.61 69.81 0.250 0.020
4521485 $228,845.77 90.00 01 0.250 0.020
4521490 $347,007.96 80.00 0.250 0.020
4521494 $218,615.63 90.00 01 0.250 0.020
4521500 $252,766.18 87.29 12 0.250 0.020
4521502 $284,107.95 74.99 0.250 0.020
4521511 $241,673.63 80.00 0.250 0.020
4521513 $309,134.05 73.88 0.250 0.020
4521516 $264,281.61 74.44 0.250 0.020
4521521 $49,788.52 49.94 0.250 0.020
4521533 $399,168.73 67.80 0.250 0.020
4521549 $255,467.98 71.11 0.250 0.020
4521558 $272,221.76 76.13 0.250 0.020
4521597 $528,489.15 79.70 0.250 0.020
4521616 $255,750.26 90.00 12 0.250 0.020
4490942 $233,704.62 80.00 0.250 0.020
4491151 $249,546.22 68.35 0.250 0.020
4502911 $244,876.43 89.99 12 0.250 0.020
4527925 $396,053.79 88.11 06 0.250 0.020
4527934 $246,025.64 70.43 0.250 0.020
4527936 $349,308.49 41.18 0.250 0.020
4527937 $306,907.69 75.00 0.250 0.020
4527939 $297,570.12 74.94 0.250 0.020
4527940 $527,324.31 80.00 0.250 0.020
4527941 $364,260.34 70.46 0.250 0.020
4527943 $948,261.20 67.86 0.250 0.020
4527945 $236,477.86 95.00 01 0.250 0.020
4527950 $247,607.60 80.00 0.250 0.020
4527967 $259,417.49 86.67 11 0.250 0.020
4527973 $279,388.17 73.68 0.250 0.020
4527975 $229,682.40 50.00 0.250 0.020
4527980 $290,981.96 80.00 0.250 0.020
4527982 $319,569.13 80.00 0.250 0.020
4527986 $231,695.46 80.00 0.250 0.020
4527990 $306,367.33 88.91 06 0.250 0.020
4527996 $255,921.22 79.98 0.250 0.020
4528002 $274,442.74 76.39 0.250 0.020
4528021 $407,152.12 80.00 0.250 0.020
4528024 $299,564.34 40.54 0.250 0.020
4528027 $295,611.45 80.00 0.250 0.020
4528032 $329,695.88 80.00 0.250 0.020
4528033 $265,133.36 90.00 06 0.250 0.020
4528035 $335,727.81 45.74 0.250 0.020
4528037 $447,114.86 80.00 0.250 0.020
4528041 $373,233.88 65.00 0.250 0.020
4528044 $263,146.82 90.00 17 0.250 0.020
4528045 $220,075.29 90.00 12 0.250 0.020
4528049 $220,075.29 90.00 13 0.250 0.020
4528051 $299,422.14 80.00 0.250 0.020
4528052 $223,691.66 80.00 0.250 0.020
4528058 $245,897.87 89.95 01 0.250 0.020
4528059 $374,520.11 75.00 0.250 0.020
4528063 $336,780.77 75.00 0.250 0.020
4528068 $280,658.33 88.92 17 0.250 0.020
4528074 $359,173.15 80.00 0.250 0.020
4528077 $314,596.89 90.00 13 0.250 0.020
4528085 $598,873.35 58.54 0.250 0.020
4504707 $245,016.95 79.77 0.250 0.020
4506553 $52,681.70 80.00 0.250 0.020
4509641 $219,288.84 89.80 12 0.250 0.020
4510383 $330,085.70 76.16 0.250 0.020
4519487 $237,741.18 68.06 0.250 0.020
4519491 $321,457.68 80.00 0.250 0.020
4519535 $267,455.17 92.55 06 0.250 0.020
4519558 $223,478.84 68.18 0.250 0.020
4519568 $231,480.22 80.00 0.250 0.020
4519574 $239,661.84 88.31 11 0.250 0.020
4519584 $237,479.94 75.56 0.250 0.020
4519592 $249,173.10 71.94 0.250 0.020
4519742 $223,971.67 79.99 0.250 0.020
4519757 $215,244.56 64.38 0.250 0.020
4523013 $215,340.41 80.00 0.250 0.020
4523022 $258,730.46 89.98 06 0.250 0.020
4527920 $239,992.47 75.00 0.250 0.020
4527924 $387,016.62 77.50 0.250 0.020
4527926 $315,595.59 80.00 0.250 0.020
4527929 $219,711.19 80.00 0.250 0.020
4527930 $230,253.08 80.00 0.250 0.020
4527932 $242,874.01 90.00 06 0.250 0.020
</TABLE>
$47,367,897.57
COUNT: 181
WAC: 7.9592
WAM: 354.4994
WALTV: 74.5343
<PAGE>
NASCOR
NMI /
1996-1
(Part B)
20, 25, & 30 YEAR
FIXED RATE NON-RELOCATION LOANS
(i) (xvi) (xvii)
- ----- ----------- -----------
MORTGAGE PHMC
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ----------------------------------------------------------------
4459573 Barnett Mortgage Company Barnett Mortgage Company
4464924 Bank of Hawaii Bank of Hawaii
4477498 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4477531 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4477541 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4481013 Bank of Hawaii Bank of Hawaii
4481369 Barnett Mortgage Company Barnett Mortgage Company
4482381 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4484688 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4484711 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4484719 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4484723 Barnett Mortgage Company Barnett Mortgage Company
4484728 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4485645 Barnett Mortgage Company Barnett Mortgage Company
4485716 Barnett Mortgage Company Barnett Mortgage Company
4487963 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4487981 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488656 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488658 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488663 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488677 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488680 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488686 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488697 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488705 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488710 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488718 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488725 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488732 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488734 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4488736 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4490942 GMAC Mortgage Corporation of PA GMAC Mortgage Corporation of PA
4491138 Barnett Mortgage Company Barnett Mortgage Company
4491151 GMAC Mortgage Corporation of PA GMAC Mortgage Corporation of PA
4491172 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4491911 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4494599 Barnett Mortgage Company Barnett Mortgage Company
4494680 Barnett Mortgage Company Barnett Mortgage Company
4495534 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4495548 Countrywide Home Loans, Inc. Countrywide Home Loans, Inc.
4502911 Great Financial Federal Great Financial Federal
4503919 Barnett Mortgage Company Barnett Mortgage Company
4504707 National City Mortgage Company National City Mortgage Company
4506386 Bank of Hawaii Bank of Hawaii
4506553 National City Mortgage Company National City Mortgage Company
4509588 Barnett Mortgage Company Barnett Mortgage Company
4509609 Barnett Mortgage Company Barnett Mortgage Company
4509611 Barnett Mortgage Company Barnett Mortgage Company
4509625 Barnett Mortgage Company Barnett Mortgage Company
4509641 National City Mortgage Company National City Mortgage Company
4509671 FBS Mortgage Corporation FBS Mortgage Corporation
4509765 Barnett Mortgage Company Barnett Mortgage Company
4510074 FBS Mortgage Corporation FBS Mortgage Corporation
4510383 National City Mortgage Company National City Mortgage Company
4511319 FBS Mortgage Corporation FBS Mortgage Corporation
4511660 Barnett Mortgage Company Barnett Mortgage Company
4511677 FBS Mortgage Corporation FBS Mortgage Corporation
4512128 Barnett Mortgage Company Barnett Mortgage Company
4512144 Barnett Mortgage Company Barnett Mortgage Company
4512147 Barnett Mortgage Company Barnett Mortgage Company
4512168 Barnett Mortgage Company Barnett Mortgage Company
4513024 Barnett Mortgage Company Barnett Mortgage Company
4513082 Barnett Mortgage Company Barnett Mortgage Company
4514445 Barnett Mortgage Company Barnett Mortgage Company
4515600 Barnett Mortgage Company Barnett Mortgage Company
4516078 Barnett Mortgage Company Barnett Mortgage Company
4516293 Barnett Mortgage Company Barnett Mortgage Company
4516531 Barnett Mortgage Company Barnett Mortgage Company
4516958 Barnett Mortgage Company Barnett Mortgage Company
4517549 FBS Mortgage Corporation FBS Mortgage Corporation
4517604 Barnett Mortgage Company Barnett Mortgage Company
4517689 FBS Mortgage Corporation FBS Mortgage Corporation
4517709 FBS Mortgage Corporation FBS Mortgage Corporation
4517713 FBS Mortgage Corporation FBS Mortgage Corporation
4517719 FBS Mortgage Corporation FBS Mortgage Corporation
4517724 FBS Mortgage Corporation FBS Mortgage Corporation
4517734 FBS Mortgage Corporation FBS Mortgage Corporation
4518603 FBS Mortgage Corporation FBS Mortgage Corporation
4518607 FBS Mortgage Corporation FBS Mortgage Corporation
4518662 FBS Mortgage Corporation FBS Mortgage Corporation
4518684 FBS Mortgage Corporation FBS Mortgage Corporation
4518693 FBS Mortgage Corporation FBS Mortgage Corporation
4518697 FBS Mortgage Corporation FBS Mortgage Corporation
4518718 FBS Mortgage Corporation FBS Mortgage Corporation
4518736 FBS Mortgage Corporation FBS Mortgage Corporation
4518738 FBS Mortgage Corporation FBS Mortgage Corporation
4518743 FBS Mortgage Corporation FBS Mortgage Corporation
4519093 Barnett Mortgage Company Barnett Mortgage Company
4519487 National City Mortgage Company National City Mortgage Company
4519491 National City Mortgage Company National City Mortgage Company
4519515 Barnett Mortgage Company Barnett Mortgage Company
4519535 National City Mortgage Company National City Mortgage Company
4519558 National City Mortgage Company National City Mortgage Company
4519568 National City Mortgage Company National City Mortgage Company
4519574 National City Mortgage Company National City Mortgage Company
4519584 National City Mortgage Company National City Mortgage Company
4519592 National City Mortgage Company National City Mortgage Company
4519742 National City Mortgage Company National City Mortgage Company
4519757 National City Mortgage Company National City Mortgage Company
4519938 Barnett Mortgage Company Barnett Mortgage Company
4521416 FBS Mortgage Corporation FBS Mortgage Corporation
4521424 FBS Mortgage Corporation FBS Mortgage Corporation
4521440 FBS Mortgage Corporation FBS Mortgage Corporation
4521442 FBS Mortgage Corporation FBS Mortgage Corporation
4521450 FBS Mortgage Corporation FBS Mortgage Corporation
4521453 FBS Mortgage Corporation FBS Mortgage Corporation
4521455 FBS Mortgage Corporation FBS Mortgage Corporation
4521460 FBS Mortgage Corporation FBS Mortgage Corporation
4521466 FBS Mortgage Corporation FBS Mortgage Corporation
4521467 FBS Mortgage Corporation FBS Mortgage Corporation
4521469 FBS Mortgage Corporation FBS Mortgage Corporation
4521480 FBS Mortgage Corporation FBS Mortgage Corporation
4521485 FBS Mortgage Corporation FBS Mortgage Corporation
4521490 FBS Mortgage Corporation FBS Mortgage Corporation
4521494 FBS Mortgage Corporation FBS Mortgage Corporation
4521500 FBS Mortgage Corporation FBS Mortgage Corporation
4521502 FBS Mortgage Corporation FBS Mortgage Corporation
4521511 FBS Mortgage Corporation FBS Mortgage Corporation
4521513 FBS Mortgage Corporation FBS Mortgage Corporation
4521516 FBS Mortgage Corporation FBS Mortgage Corporation
4521517 Barnett Mortgage Company Barnett Mortgage Company
4521521 FBS Mortgage Corporation FBS Mortgage Corporation
4521533 FBS Mortgage Corporation FBS Mortgage Corporation
4521549 FBS Mortgage Corporation FBS Mortgage Corporation
4521558 FBS Mortgage Corporation FBS Mortgage Corporation
4521597 FBS Mortgage Corporation FBS Mortgage Corporation
4521616 FBS Mortgage Corporation FBS Mortgage Corporation
4522355 Barnett Mortgage Company Barnett Mortgage Company
4522466 Barnett Mortgage Company Barnett Mortgage Company
4522900 Barnett Mortgage Company Barnett Mortgage Company
4523013 National City Mortgage Company National City Mortgage Company
4523022 National City Mortgage Company National City Mortgage Company
4523052 Barnett Mortgage Company Barnett Mortgage Company
4523400 Barnett Mortgage Company Barnett Mortgage Company
4524540 Barnett Mortgage Company Barnett Mortgage Company
4525629 Barnett Mortgage Company Barnett Mortgage Company
4527920 National City Mortgage Company National City Mortgage Company
4527924 National City Mortgage Company National City Mortgage Company
4527925 HomeSide Lending HomeSide Lending
4527926 National City Mortgage Company National City Mortgage Company
4527929 National City Mortgage Company National City Mortgage Company
4527930 National City Mortgage Company National City Mortgage Company
4527932 National City Mortgage Company National City Mortgage Company
4527934 HomeSide Lending HomeSide Lending
4527936 HomeSide Lending HomeSide Lending
4527937 HomeSide Lending HomeSide Lending
4527939 HomeSide Lending HomeSide Lending
4527940 HomeSide Lending HomeSide Lending
4527941 HomeSide Lending HomeSide Lending
4527943 HomeSide Lending HomeSide Lending
4527945 HomeSide Lending HomeSide Lending
4527950 HomeSide Lending HomeSide Lending
4527967 HomeSide Lending HomeSide Lending
4527973 HomeSide Lending HomeSide Lending
4527975 HomeSide Lending HomeSide Lending
4527980 HomeSide Lending HomeSide Lending
4527982 HomeSide Lending HomeSide Lending
4527986 HomeSide Lending HomeSide Lending
4527990 HomeSide Lending HomeSide Lending
4527996 HomeSide Lending HomeSide Lending
4528002 HomeSide Lending HomeSide Lending
4528021 HomeSide Lending HomeSide Lending
4528024 HomeSide Lending HomeSide Lending
4528027 HomeSide Lending HomeSide Lending
4528032 HomeSide Lending HomeSide Lending
4528033 HomeSide Lending HomeSide Lending
4528035 HomeSide Lending HomeSide Lending
4528037 HomeSide Lending HomeSide Lending
4528041 HomeSide Lending HomeSide Lending
4528044 HomeSide Lending HomeSide Lending
4528045 HomeSide Lending HomeSide Lending
4528049 HomeSide Lending HomeSide Lending
4528051 HomeSide Lending HomeSide Lending
4528052 HomeSide Lending HomeSide Lending
4528058 HomeSide Lending HomeSide Lending
4528059 HomeSide Lending HomeSide Lending
4528063 HomeSide Lending HomeSide Lending
4528068 HomeSide Lending HomeSide Lending
4528074 HomeSide Lending HomeSide Lending
4528077 HomeSide Lending HomeSide Lending
4528085 HomeSide Lending HomeSide Lending
COUNT: 181
WAC: 7.9592
WAM: 354.4994
WALTV: 74.5343
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
Custodian/Trust Administrator
Name: _____________________________
Address: _____________________________
_____________________________
Custodian/Trust Administrator
Mortgage File No.: _____________________________
Seller
Name: _____________________________
Address: _____________________________
_____________________________
Certificates: Mortgage Pass-Through Certificates,
Series 1996-1
The undersigned Master Servicer hereby acknowledges that it
has received from First Bank National Association, as Trust Administrator for
the Holders of Mortgage Pass-Through Certificates, Series 1996-1, the documents
referred to below (the "Documents"). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling
and Servicing Agreement dated as of July 25, 1996 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
Firstar Trust Company, as Trustee.
( ) Promissory Note dated ______________, 199__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to the
order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no. ______________
in the County Recorder's Office of the County of ____________________, State of
_______________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the County
Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image _____________________.
( ) Other documents, including any amendments, assignments or other assumptions
of the Mortgage Note or Mortgage.
( ) _________________________________
( ) _________________________________
( ) _________________________________
( ) _________________________________
The undersigned Master Servicer hereby acknowledges and agrees as
follows:
(1) The Master Servicer shall hold and retain possession of
the Documents in trust for the benefit of the Trustee, solely for the
purposes provided in the Agreement.
(2) The Master Servicer shall not cause or permit the
Documents to become subject to, or encumbered by, any claim, liens,
security interest, charges, writs of attachment or other impositions
nor shall the Master Servicer assert or seek to assert any claims or
rights of setoff to or against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the
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 1996-1, Class [A-R][A-LR]
Certificate (the "Class [A-R][A-LR] Certificate") for the account of, or as
agent (including a broker, nominee, or other middleman) for, any person or
entity from which it has not received an affidavit substantially in the form of
this affidavit. For these purposes, a "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan subject to the fiduciary provisions of the
Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and/or
Code Section 4975 or any governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class [A-R][A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class [A-R][A-LR] Certificate in excess of cash
flows generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non-U.S. Person or (ii) is
a Non-U.S. Person that holds the Class [A-R][A-LR] Certificate in connection
with the conduct of a trade or business within the United States and has
furnished the transferor and the Trust Administrator with an effective Internal
Revenue Service Form 4224 or successor form at the time and in the manner
required by the Code or (iii) is a Non-U.S. Person that has delivered to both
the transferor and the Trust Administrator an opinion of a nationally recognized
tax counsel to the effect that the transfer of the Class [A-R][A-LR] Certificate
to it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class [A-R][A-LR]
Certificate will not be disregarded for federal income tax purposes. "Non-U.S.
Person" means an individual, corporation, partnership or other person other than
a citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, or an estate or trust that is subject to U.S.
federal income tax regardless of the source of its income.
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class [A-R][A-LR] Certificate to such a
"disqualified organization," an agent thereof, an ERISA Prohibited Holder or a
person that does not satisfy the requirements of paragraph 4, paragraph 5 and
paragraph 7 hereof.
9. That the Purchaser consents to the designation of the
Master Servicer as its agent to act as "tax matters person" of the [Upper-Tier
REMIC] [Lower-Tier REMIC] pursuant to Section 3.01 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument
to be executed on its behalf, pursuant to authority of its Board of Directors,
by its [Title of Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of _________, 19 __.
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Re: Norwest Asset Securities Corporation,
Series 1996-1, 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 1996-1
CLASS [A-7] B CERTIFICATES
TRANSFEREE'S LETTER
____________ __, _______
First Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Norwest Asset Securities Corporation
5325 Spectrum Drive
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1996-1,
Class [A-7] B Certificates (the "Class [A-7] B Certificates") in the principal
amount of $___________. In doing so, the Purchaser hereby acknowledges and
agrees as follows:
Section 1. Definitions. Each capitalized term used herein and
not otherwise defined herein shall have the meaning ascribed to it in the
Pooling and Servicing Agreement, dated as of July 25, 1996 (the "Pooling and
Servicing Agreement") among Norwest Asset Securities Corporation, as seller
("NASCOR"), Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Bank National Association, as trust administrator
(the "Trust Administrator") and Firstar Trust Company, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-1.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
NASCOR, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which the Purchaser
is organized, is authorized to invest in the Class [A-7] B
Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-7] B Certificates
for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business
matters and is capable of evaluating the merits and risks of an
investment in the Class [A-7] B Certificates; the Purchaser has sought
such accounting, legal and tax advice as it has considered necessary to
make an informed investment decision; and the Purchaser is able to bear
the economic risk of an investment in the Class [A-7] B Certificates
and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and
reviewed a copy of the Private Placement Memorandum dated July 22,
1996, relating to the Class [A-7] B Certificates and reviewed, to the
extent it deemed appropriate, the documents attached thereto or
incorporated by reference therein, (b) it has had the opportunity to
ask questions of, and receive answers from NASCOR concerning the Class
[A-7] B Certificates and all matters relating thereto, and obtain any
additional information (including documents) relevant to its decision
to purchase the Class [A-7] B Certificates that NASCOR possesses or can
possess without unreasonable effort or expense and (c) it has
undertaken its own independent analysis of the investment in the Class
[A-7] B Certificates. The Purchaser will not use or disclose any
information it receives in connection with its purchase of the Class
[A-7] B Certificates other than in connection with a subsequent sale of
Class [A-7] B Certificates.
(e) [For Class B Certificates] Either (i) the Purchaser is not
an employee benefit plan subject to the fiduciary responsibility
provisions 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 any governmental plan, as defined in
Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, the source of
funds used to purchase the Class B Certificate is an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995) and there is no Plan with respect to which the amount
of such general account's reserves and liabilities for the contract(s)
held by or on behalf of such Plan and all other Plans maintained by the
same employer (or affiliate thereof as defined in Section V(a)(1) of
PTE 95-60) or by the same employee organization, 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 "Benefit Plan
Opinion" satisfactory to NASCOR and the Trust Administrator of the
Trust Estate. A Benefit Plan Opinion is an opinion of counsel to the
effect that the proposed transfer will not (a) cause the assets of the
Trust Estate to be regarded as "plan assets" and subject to the
fiduciary responsibility provisions of ERISA or the prohibited
transaction provisions of the Code or Similar Law, (b) give rise to a
fiduciary duty under ERISA, Section 4975 of the Code or Similar Law on
the part of NASCOR, the Master Servicer or the Trust Administrator with
respect to any Plan or (c) constitute a prohibited transaction under
ERISA or Section 4975 of the Code or Similar Law
(f) If the Purchaser is a depository institution subject to
the jurisdiction of the Office of the Comptroller of the Currency
("OCC"), the Board of Governors of the Federal Reserve System ("FRB"),
the Federal Deposit Insurance Corporation ("FDIC"), the Office of
Thrift Supervision ("OTS") or the National Credit Union Administration
("NCUA"), the Purchaser has reviewed the "Supervisory Policy Statement
on Securities Activities" dated January 28, 1992 of the Federal
Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA
(with modifications as applicable), as appropriate, other applicable
investment authority, rules, supervisory policies and guidelines of
these agencies and, to the extent appropriate, state banking
authorities and has concluded that its purchase of the Class [A-7] B
Certificates is in compliance therewith.
Section 3. Transfer of Class [A-7] B Certificates.
(a) The Purchaser understands that the Class [A-7] B
Certificates have not been registered under the Securities Act of 1933
(the "Act") or any state securities laws and that no transfer may be
made unless the Class [A-7] B Certificates are registered under the Act
and applicable state law or unless an exemption from registration is
available. The Purchaser further understands that neither NASCOR, the
Master Servicer nor the Trust Administrator is under any obligation to
register the Class [A-7] B Certificates or make an exemption available.
In the event that such a transfer is to be made in reliance upon an
exemption from the Act or applicable state securities laws, (i) the
Trust Administrator shall require, in order to assure compliance with
such laws, that the Certificateholder's prospective transferee certify
to NASCOR and the Trust Administrator as to the factual basis for the
registration or qualification exemption relied upon, and (ii) unless
the transferee is a "Qualified Institutional Buyer" within the meaning
of Rule 144A of the Act, the Trust Administrator or NASCOR may, if such
transfer is made within three years from the later of (a) the Closing
Date or (b) the last date on which NASCOR or any affiliate thereof was
a holder of the Certificates proposed to be transferred, require an
Opinion of Counsel that such transfer may be made pursuant to an
exemption from the Act and state securities laws, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Master
Servicer or NASCOR. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trust
Administrator, the Trustee, the Master Servicer, any Paying Agent
acting on behalf of the Trust Administrator and NASCOR against any
liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
(b) No transfer of a Class [A-7] B Certificate shall be made
unless the transferee provides NASCOR and the Trust Administrator with
a Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-7] B
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement
to the validly executed by its duly authorized representative as of the day and
the year first above written.
[PURCHASER]
By: ______________________________
Its: ______________________________
<PAGE>
EXHIBIT K
[Reserved]
<PAGE>
EXHIBIT L
Bank of Hawaii Servicing Agreement
Barnett Mortgage Company Servicing Agreement
Countrywide Servicing Agreement
FBS Mortgage Servicing Agreement
Great Financial Federal Servicing Agreement
GMAC Mortgage Corporation of PA Servicing Agreement
HomeSide Lending Servicing Agreement
National City Mortgage Company 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 1996-1, Class ____ (the
"Class B Certificates"). The Class B Certificates were issued pursuant to a
Pooling and Servicing Agreement dated as of July 25, 1996 among Norwest Asset
Securities Corporation, as Seller ("NASCOR"), Norwest Bank Minnesota, National
Association, as Master Servicer, First Bank National Association, as Trust
Administrator and Firstar Trust Company, as Trustee.
______ intends to resell all of the Class B Certificates directly to the
Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
P-1 by Moody's Investors Service, Inc. ("Moody's") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least Aa2 by Moody's
or AA by S&P, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least P-1 by Moody's or A-1 by S&P or (z) the depository institution or trust
company is one that is acceptable to either Moody's or S&P and, for each of the
preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay
the Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02 (e) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(e) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling
and Servicing Agreement relating to the realization upon defaulted Mortgage
Loans, the Company as Master Servicer shall provide to the Purchaser the
following notices and reports:
(i) Within five Business Days after each Distribution
Date (or included in or with the monthly statements to
Certificateholders pursuant to the Pooling and Servicing Agreement),
the Company, shall provide to the Purchaser a report, using the same
methodology and calculations in its standard servicing reports,
indicating for the Trust Estate the number of Mortgage Loans that are
(A) thirty days, (B) sixty days, (C) ninety days or more delinquent or
(D) in foreclosure, and indicating for each such Mortgage Loan the loan
number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in
connection with any Mortgage Loan, the Company shall cause, to the
extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to provide the
Purchaser with a notice (sent by telecopier) of such proposed and
imminent foreclosure, stating the loan number and the aggregate amount
owing under the Mortgage Loan. Such notice may be provided to the
Purchaser in the form of a copy of a referral letter from such Servicer
to an attorney requesting the institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause, to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer to make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries, by phone or in writing by facsimile, electronic, or
overnight mail transmission, by the Purchaser in connection with any Mortgage
Loan identified in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i)
(D), or (a) (ii) which has been given to the Purchaser; provided, that (1) the
related Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential and (2) the
related Servicer shall respond within five Business Days orally or in writing by
facsimile transmission.
(c) In addition to the foregoing, the Company shall cause, to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer to provide to the Purchaser
such information as the Purchaser may reasonably request provided, however, that
such information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer that in the
event that the Company does not receive written notice of the Purchaser's
election pursuant to subsection (b) below within 24 hours (exclusive of any
intervening non-Business Days) of transmission of the notice provided by the
Company under Section 2.01 (a) (ii) subject to extension as set forth in Section
2.02(b), the related Servicer may proceed with the Commencement of Foreclosure
in respect of such Mortgage Loan in accordance with its normal foreclosure
policies without further notice to the Purchaser. Any foreclosure that has been
initiated may be discontinued (i) without notice to the Purchaser if the
Mortgage Loan has been brought current or if a refinancing or prepayment occurs
with respect to the Mortgage Loan (including by means of a short payoff approved
by the related Servicer) or (ii) if the related Servicer has reached the terms
of a forbearance agreement with the borrower. In such latter case, the related
Servicer may complete such forbearance agreement unless instructed otherwise by
the Purchaser within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which
a notice under Section 2.01(a)(ii) has been given to the Purchaser, the
Purchaser may elect to instruct the Company to cause, to the extent that the
Company as Master Servicer is granted such authority in the related Servicing
Agreement, the related Servicer to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the related Servicer may proceed with
the Commencement of Foreclosure. Such election must be evidenced by written
notice received within 24 hours (exclusive of any intervening non-Business Days)
of transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall (i) be provided
only to the extent it is not confidential in nature and (ii) is obtainable by
the related Servicer from existing reports, certificates or statements or
otherwise be readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Purchaser shall obtain
a Current Appraisal as soon as practicable, but in no event more than 15
business days thereafter, and shall provide the Company with a copy of such
Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company may withdraw
from the Collateral Fund from time to time amounts necessary to reimburse the
related Servicer for all related Monthly Advances and Liquidation Expenses
thereafter made by such Servicer in accordance with the Pooling and Servicing
Agreement and the related Servicing Agreement. To the extent that the amount of
any such Liquidation Expenses is determined by the Company based on estimated
costs, and the actual costs are subsequently determined to be higher, the
Company may withdraw the additional amount from the Collateral Fund. In the
event that the Mortgage Loan is brought current by the mortgagor and the
foreclosure action is discontinued, the amounts so withdrawn from the Collateral
Fund shall be redeposited therein and to the extent that reimbursement therefor
from amounts paid by the mortgagor is not prohibited pursuant to the Pooling and
Servicing Agreement or the related Servicing Agreement as of the date hereof,
applicable law or the related mortgage note. Except as provided in the preceding
sentence, amounts withdrawn from the Collateral Fund to cover Monthly Advances
and Liquidation Expenses shall not be redeposited therein or otherwise
reimbursed to the Purchaser. If and when any such Mortgage Loan is brought
current by the mortgagor, all amounts remaining in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the related Servicer shall
continue to service the Mortgage Loan in accordance with its customary
procedures (other than the delay in Commencement of Foreclosure as provided
herein). If and when the Purchaser shall notify the Company that it believes
that it is appropriate to do so, the related Servicer may proceed with the
Commencement of Foreclosure. In any event, if the Mortgage Loan is not brought
current by the mortgagor by the time the loan becomes 6 months delinquent, the
Purchaser's election shall no longer be effective and at the Purchaser's option,
either (I) the Purchaser shall purchase the Mortgage Loan from the related Trust
Estate at a purchase price equal to the fair market value as shown on the
Current Appraisal, to be paid by (x) applying any balance in the Collateral Fund
to such to such purchase price, and (y) to the extent of any deficiency, by wire
transfer if immediately available funds from the Purchaser to the Company for
deposit in the related Certificate Account or Lower-Tier Certificate Account as
applicable; or (ii) the related Servicer may proceed with the Commencement of
Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the
Company to cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreement, the related Servicer to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to
Foreclose, the Purchaser shall remit to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to 125% of the
current unpaid principal balance of the Mortgage Loan and three months interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If and when any
such Mortgage Loan is brought current by the mortgagor, all amounts in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this Agreement) shall be released
to the Purchaser and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement as of the date hereof, applicable
law or the related mortgage note. The terms of this Agreement will no longer
apply to the servicing of any Mortgage Loan upon the failure of the Purchaser to
deposit the above amounts relating to the Mortgage Loan within two Business Days
of the Election to Foreclose subject to Section 3.01.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the related Servicer shall continue
to service the Mortgage Loan in accordance with its customary procedures (other
than Commencement of Foreclosure as provided herein). In connection therewith,
the Company shall have the same rights to make withdrawals for Monthly Advances
and 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) 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 1996-1. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of
all Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute to the Purchaser all amounts remaining in the
Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser,
invest the funds in the Collateral Fund in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently than quarterly.
In the absence of any direction, the Company shall select such investments in
accordance with the definition of Collateral Fund Permitted Investments in its
discretion.
All income and gain realized from any investment as well as
any interest earned on deposits in the Collateral Fund (net of any losses on
such investments) and any payments of principal made in respect of any
Collateral Fund Permitted Investment shall be deposited in the Collateral Fund
upon receipt. All costs and realized losses associated with the purchase and
sale of Collateral Fund Permitted Investments shall be borne by the Purchaser
and the amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of
the Certificateholders under the Pooling and Servicing Agreement a security
interest in and lien on all of the Purchaser's right, title and interest,
whether now owned or hereafter acquired, in and to: (1) the Collateral Fund, (2)
all amounts deposited in the Collateral Fund and Collateral Fund Permitted
Investments in which such amounts are invested (and the distributions and
proceeds of such investments) and (3) all cash and non-cash proceeds of any of
the foregoing, including proceeds of the voluntary conversion thereof (all of
the foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on the security interest
in the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at
any time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company
and the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in
writing or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
5325 Spectrum Drive
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
Attention:
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or
terms of this Agreement shall be for any reason whatsoever, including
regulatory, held invalid, then such covenants, agreements, provisions or terms
of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders; provided, however, that the rights under this Agreement
cannot be assigned by the Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on
behalf of the Company pursuant to Sections 2.01 or 2.02, including individual
account information, is the property of the Company and the Purchaser agrees to
hold such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer,
director, employee, affiliate or independent contractor acting at such party's
direction will disclose the terms of Section 4.09 of this Agreement to any
person or entity other than such party's legal counsel except pursuant to a
final, non-appealable order of court, the pendency of such order the other party
will have received notice of at least five business days prior to the date
thereof, or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the
Company, NASCOR, and each Servicer and each person who controls the Company,
NASCOR, or a Servicer and each of their respective officers, directors,
affiliates and agents acting at the Company's, NASCOR's, or a Servicer's
direction (the "Indemnified Parties") against any and all losses, claims,
damages or liabilities to which they may be subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of, or
are based upon, actions taken by, or actions not taken by, the Company, NASCOR,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, NASCOR's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National Association
By:
Name:
Title:
By:
Name:
Title:
<PAGE>
EXHIBIT N
FINANCIAL FINANCIAL GUARANTY
[LOGO] SECURITY INSURANCE POLICY
ASSURANCE
Trust: As described in Endorsement No. 1 Policy No.: 50487B-N
Certificates: $4,000,000 Norwest Asset Securities Date of Issuance: 7/25/96
Corporation Mortgage Pass-Through
Certificates, Series 1996-1, Class A-16
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the
Trustee for the benefit of each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete payment of
Guaranteed Distributions with respect to the Certificates of the Trust referred
to above.
For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees payment of the amount of any
distribution of principal or interest with respect to the Certificates made
during the Term of this Policy to such Holder that is subsequently avoided in
whole or in part as a preference payment under applicable law.
Payment of any amount required to be paid under this Policy will be
made following receipt by Financial Security of notice as described in
Endorsement No. 1 hereto.
Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1 hereto,
the following terms shall have the meanings specified for all purposes of this
policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto. Except to the
extent expressly modified by an endorsement hereto, the premiums paid in respect
of this Policy are nonrefundable for any reason whatsoever. This policy may not
be canceled or revoked during the Term of this Policy. An acceleration payment
shall not be due under this Policy unless such acceleration is at the sole
option of Financial Security. THIS POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By_____/s/ Russell B. Brewer_________
AUTHORIZED OFFICER
A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, NY 10022-6022 (212) 826-0100
<PAGE>
ENDORSEMENT NO. 1 TO
FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL SECURITY ASSURANCE INC.
TRUST: Established pursuant to the Pooling and Servicing Agreement
dated as of July 25, 1996 among Norwest Asset Securities
Corporation, as Seller, Norwest Bank Minnesota, National
Association, as Master Servicer, Firstar Trust Company, as
Trustee, and First Bank National Association, as Trust
Administrator.
POLICY NO.: 50487B-N
CERTIFICATES: $4,000,000 Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1996-1, Class A-16
(the "Guaranteed Certificates")
DATE OF ISSUANCE: July 25, 1996
1. Definitions. For all purposes of this Policy, the terms specified
below shall have the meanings or constructions provided below. Capitalized terms
used herein and not otherwise defined herein shall have the meanings provided in
the Pooling and Servicing Agreement unless the context shall otherwise require.
"Business Day" means any day other than (i) a Saturday or Sunday, or
(ii) a day on which banking institutions in the City of New York are authorized
or obligated by law or executive order to be closed.
"Guaranteed Certificates" means the Class A-16 Certificates.
"Guaranteed Certificateholder" means a Holder of Guaranteed
Certificates.
"Guaranteed Distributions" means, with respect to each Distribution
Date, the distribution to be made to the Holders of the Guaranteed Certificates
in an aggregate amount equal to the Class A-16 Distribution Deficiency, as
defined in the Pooling and Servicing Agreement, for such Distribution Date, in
each case in accordance with the original terms of the Guaranteed Certificates
when issued and without regard to any amendment or modification of the
Guaranteed Certificates or the Pooling and Servicing Agreement which has not
been consented to by Financial Security. Guaranteed Distributions shall not
include, nor shall coverage be provided under this Policy in respect of, any
taxes, withholding or other charge imposed by any governmental authority.
"Guaranteed Distributions" includes the Class A Subclass Principal Balance with
respect to the Guaranteed Certificates to the extent unpaid on the last
scheduled maturity date of the Mortgage Loan that is last to mature.
"Policy" means this Financial Guaranty Insurance Policy and includes
each endorsement thereto.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of July 25, 1996 among Norwest Asset Securities Corporation,
as Seller, Norwest Bank Minnesota, National Association, as Master Servicer,
Firstar Trust Company, as Trustee and First Bank National Association, as Trust
Administrator.
"Receipt" and "Received" mean actual delivery to Financial Security and
to the Fiscal Agent (as defined below), if any, at or prior to 12:00 noon, New
York City time, on a Business Day; delivery either on a day that is not a
Business Day, or after 12:00 noon, New York City time, shall be deemed to be
Received on the next succeeding Business Day. If any notice or certificate given
hereunder by the Trust Administrator is not in proper form or is not properly
completed, executed or delivered, it shall be deemed not to have been Received,
and Financial Security or its Fiscal Agent shall promptly so advise the Trust
Administrator and the Trust Administrator may submit an amended notice.
"Term of This Policy" means the period from and including the Date of
Issuance to and including the date on which the last of the following occurs (i)
the principal balance of all the Guaranteed Certificates is zero, (ii) any
period during which any payment on the Guaranteed Certificates could have been
avoided in whole or in part as a preference payment under applicable bankruptcy,
insolvency, receivership or similar law has expired, and (iii) if any
proceedings requisite to avoidance as a preference payment have been commenced
prior to the occurrence of (i) and (ii), a final and non-appealable order in
resolution of each such proceeding has been entered.
"Trust Administrator" means the First Bank National Association in its
capacity as Trust Administrator under the Pooling and Servicing Agreement and
any successor in such capacity.
"Trustee" means Firstar Trust Company in its capacity as Trustee under
the Pooling and Servicing Agreement and any successor in such capacity.
2. Notices and Conditions to Payment in Respect of Guaranteed
Distributions. Following Receipt by Financial Security of a notice and
certificate from the Trust Administrator in the form attached as Exhibit A to
this Endorsement, Financial Security will pay any amount payable hereunder in
respect of Guaranteed Distributions out of the funds of Financial Security on
the later to occur of (a) 12:00 noon, New York City time, on the second Business
Day following such Receipt; and (b) 12:00 noon, New York City time, on the
Distribution Date to which such claim relates. Payments due hereunder in respect
of Guaranteed Distributions will be disbursed by wire transfer of immediately
available funds to the Policy Payments Account established pursuant to the
Pooling and Servicing Agreement or, if no such Policy Payments Account has been
established, to the Trust Administrator on behalf of the Trustee.
Financial Security shall be entitled to pay any amount hereunder in
respect of Guaranteed Distributions, whether or not any notice and certificate
shall have been Received by Financial Security as provided above. Financial
Security's obligations hereunder in respect of Guaranteed Distributions shall be
discharged to the extent funds are disbursed by Financial Security as provided
herein whether or not such funds are properly applied by the Trust Administrator
or Trustee.
3. Notices and Conditions to Payment in Respect of Guaranteed
Distributions Avoided as Preference Payments. If any payment of principal or
interest to a Guaranteed Certificateholder of a Guaranteed Certificate is
avoided as a preference payment under applicable bankruptcy, insolvency,
receivership or similar law, Financial Security will pay such amount out of the
funds of Financial Security on the later of (a) the date when due to be paid
pursuant to the Order referred to below or (b) the first to occur of (i) the
fourth Business Day following Receipt by Financial Security from the Trust
Administrator of (A) a certified copy of the order of the court or other
governmental body which exercised jurisdiction to the effect that the relevant
Guaranteed Certificateholder is required to return principal or interest
distributed with respect to the Guaranteed Certificate during the Term of this
Policy because such distributions were avoidable as preference payments under
applicable bankruptcy law (the "Order"), (B) a certificate of the relevant
Guaranteed Certificateholder that the Order has been entered and is not subject
to any stay and (C) an assignment duly executed and delivered by the relevant
Guaranteed Certificateholder, in such form as is reasonably required by
Financial Security and provided to the relevant Guaranteed Certificateholder by
Financial Security, irrevocably assigning to Financial Security all rights and
claims of the relevant Guaranteed Certificateholder relating to or arising under
the Guaranteed Certificate against the debtor which made such preference payment
or otherwise with respect to such preference payment or (ii) the date of Receipt
by Financial Security from the Trust Administrator of the items referred to in
clauses (A), (B) and (C) above if, at least four Business Days prior to such
date of Receipt, Financial Security shall have Received written notice from the
Trust Administrator that such items were to be delivered on such date and such
date was specified in such notice. Such payment shall be disbursed to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order and not to the Trust Administrator, Trustee or any Guaranteed
Certificateholder directly (unless a Guaranteed Certificateholder has previously
paid such amount to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the Order, in which case such payment shall be disbursed
to the Trust Administrator for distribution to such Guaranteed Certificateholder
upon proof of such payment reasonably satisfactory to Financial Security). In
connection with the foregoing, Financial Security shall have the rights provided
pursuant to Section 4.08(f) of the Pooling and Servicing Agreement.
4. Governing Law. This Policy shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
5. Fiscal Agent. At any time during the Term of this Policy, Financial
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Trust Administrator at the notice address
specified in the Pooling and Servicing Agreement specifying the name and notice
address of the Fiscal Agent. From and after the date of receipt of such notice
by the Trust Administrator, (i) copies of all notices and documents required to
be delivered to Financial Security pursuant to this Policy shall be
simultaneously delivered to the Fiscal Agent and to Financial Security and shall
not be deemed Received until Received by both and (ii) all payments required to
be made by Financial Security under this Policy may be made directly by
Financial Security or by the Fiscal Agent on behalf of Financial Security. The
Fiscal Agent is the agent of Financial Security only and the Fiscal Agent shall
in no event be liable to any Holder for any acts of the Fiscal Agent or any
failure of Financial Security to deposit, or cause to be deposited, sufficient
funds to make payments due under this Policy.
6. Waiver of Defenses. To the fullest extent permitted by applicable
law, Financial Security agrees not to assert, and hereby waives, for the benefit
of each Holder, all rights (whether by counterclaim, setoff or otherwise) and
defenses (including, without limitation, the defense of fraud), whether acquired
by subrogation, assignment or otherwise, to the extent that such rights and
defenses may be available to Financial Security to avoid payment of its
obligations under this Policy in accordance with the express provisions of this
Policy.
7. Notices. All notices to be given hereunder shall be in writing
(except as otherwise specifically provided herein) and shall be mailed by
registered mail or personally delivered or telecopied to Financial Security as
follows:
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
Attention: Senior Vice President
- Surveillance Department
Telecopy No.: (212) 339-3518
Confirmation: (212) 826-0100
Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trust Administrator.
8. Priorities. In the event any term or provision on the face of this
Policy is inconsistent with the provisions of this Endorsement, the provisions
of this Endorsement shall take precedence and shall be binding.
9. Exclusions From Insurance Guaranty Funds. This Policy is not covered
by the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.
10. Surrender of Policy. The Holder shall surrender this Policy to
Financial Security for cancellation upon expiration of the Term of this Policy.
<PAGE>
IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By:_____/s/ Russell B. Brewer______
Authorized Officer
<PAGE>
Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
The undersigned, a duly authorized officer of First Bank National
Association (the "Trust Administrator"), hereby certifies to Financial Security
Assurance Inc. ("Financial Security"), with reference to Financial Guaranty
Insurance Policy No. 50487B-N dated July 25, 1996 (the "Policy") issued by
Financial Security in respect of Norwest Asset Securities Corporation, Mortgage
Pass-Through Certificates, Series 1996-1 that:
(i) The Trust Administrator is the Trust Administrator under
the Pooling and Servicing Agreement and is authorized to act on behalf,
and is acting on behalf, of the Trustee and the Holders thereunder.
(ii) The Class A-16 Distribution Deficiency with respect to
the Distribution Date on [insert date] is $_________.
(iii) The Trust Administrator is making a claim under the
Policy for the shortfall to be applied to distributions of principal or
interest or both with respect to the Guaranteed Certificates.
(iv) The Trust Administrator agrees that, following receipt of
funds from Financial Security, it shall (a) hold such amounts in trust
and apply the same directly to the payment of Guaranteed Distributions
on the Guaranteed Certificates when due; (b) not apply such funds for
any other purpose; (c) not commingle such funds with other funds held
by the Trust Administrator or the Trustee and (d) maintain an accurate
record of such payments with respect to each Guaranteed Certificate and
the corresponding claim on the Policy and proceeds thereof and, if the
Guaranteed Certificate is required to be surrendered for such payment,
shall stamp on each such Guaranteed Certificate the legend "$[insert
applicable amount] paid by Financial Security and the balance hereof
has been cancelled and reissued" and then shall deliver such Guaranteed
Certificate to Financial Security.
(v) The Trust Administrator, on behalf of the Guaranteed
Certificateholders, hereby assigns to Financial Security the rights of
the Guaranteed Certificateholders and the Trustee with respect to the
Trust Fund to the extent of any payments under the Policy, including,
without limitation, any amounts due to the Guaranteed
Certificateholders in respect of securities law violations arising from
the offer and sale of the Trust Fund. The foregoing assignment is in
addition to, and not in limitation of, rights of subrogation otherwise
available to Financial Security in respect of such payments. The Trust
Administrator shall take such action and deliver such instruments as
may be reasonably requested or required by Financial Security to
effectuate the purpose or provisions of this clause (v).
(vi) The Trust Administrator, on its behalf and on behalf of
the Guaranteed Certificateholders and the Trustee, hereby appoints
Financial Security as agent and attorney-in-fact for the Trust
Administrator, the Trustee and each such Guaranteed Certificateholder
in any legal proceeding with respect to the Trust Fund. The Trust
Administrator hereby agrees that Financial Security may at any time
during the continuation of any proceeding by or against the Seller
under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an
"Insolvency Proceeding") direct all matters relating to such Insolvency
Proceeding, including without limitation, (A) all matters relating to
any claim in connection with an Insolvency Proceeding seeking the
avoidance as a preferential transfer of any payment with respect to the
Trust Fund (a "Preference Claim"), (B) the direction of any appeal of
any order relating to any Preference Claim at the expense of Financial
Security but subject to reimbursement and (C) the posting of any
surety, supersedeas or performance bond pending any such appeal. In
addition, the Trust Administrator hereby agrees that Financial Security
shall be subrogated to, and the Trust Administrator on its behalf and
on behalf of each Guaranteed Certificateholder and the Trustee, hereby
delegates and assigns, to the fullest extent permitted by law, the
rights of the Trust Administrator, the Trustee and each Guaranteed
Certificateholder in the conduct of any Insolvency Proceeding,
including, without limitation, all rights of any party to an adversary
proceeding or action with respect to any court order issued in
connection with any such Insolvency Proceeding.
(vii) Payment should be made by wire transfer directed to the
Policy Payments Account.
Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy or the Pooling and Servicing Agreement.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has executed and delivered
this Notice of Claim and Certificate as of the _______ day of
_____________________, _____.
FIRST BANK NATIONAL ASSOCIATION
By:
Title:
- -------------------------------------------------------------------------------
For Financial Security or Fiscal Agent Use Only
Wire transfer sent _____________ by _____________________________________
Confirmation Number ___________________________________________
<PAGE>
EXHIBIT O
FINANCIAL FINANCIAL GUARANTY
[LOGO] SECURITY INSURANCE POLICY
ASSURANCE
Trust: As described in Endorsement No. 1 Policy No.: 50487A-N
Certificates: $25,551,000 Norwest Asset Securities Date of Issuance: 7/25/96
Corporation Mortgage Pass-Through
Certificates, Series 1996-1, Class A-19
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the
Trustee for the benefit of each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete payment of
Guaranteed Distributions with respect to the Certificates of the Trust referred
to above.
For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees payment of the amount of any
distribution of principal or interest with respect to the Certificates made
during the Term of this Policy to such Holder that is subsequently avoided in
whole or in part as a preference payment under applicable law.
Payment of any amount required to be paid under this Policy will be
made following receipt by Financial Security of notice as described in
Endorsement No. 1 hereto.
Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1 hereto,
the following terms shall have the meanings specified for all purposes of this
policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto. Except to the
extent expressly modified by an endorsement hereto, the premiums paid in respect
of this Policy are nonrefundable for any reason whatsoever. This policy may not
be canceled or revoked during the Term of this Policy. An acceleration payment
shall not be due under this Policy unless such acceleration is at the sole
option of Financial Security. THIS POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By_____/s/ Russell B. Brewer_________
AUTHORIZED OFFICER
A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, NY 10022-6022 (212) 826-0100
<PAGE>
ENDORSEMENT NO. 1 TO
FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL SECURITY ASSURANCE INC.
TRUST: Established pursuant to the Pooling and Servicing Agreement
dated as of July 25, 1996 among Norwest Asset Securities
Corporation, as Seller, Norwest Bank Minnesota, National
Association, as Master Servicer, Firstar Trust Company, as
Trustee, and First Bank National Association, as Trust
Administrator.
POLICY NO.: 50487A-N
CERTIFICATES: $25,551,000 Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1996-1, Class A-19
(the "Guaranteed Certificates")
DATE OF ISSUANCE: July 25, 1996
1. Definitions. For all purposes of this Policy, the terms specified
below shall have the meanings or constructions provided below. Capitalized terms
used herein and not otherwise defined herein shall have the meanings provided in
the Pooling and Servicing Agreement unless the context shall otherwise require.
"Business Day" means any day other than (i) a Saturday or Sunday, or
(ii) a day on which banking institutions in the City of New York are authorized
or obligated by law or executive order to be closed.
"Guaranteed Certificates" means the Class A-19 Certificates.
"Guaranteed Certificateholder" means a Holder of Guaranteed
Certificates.
"Guaranteed Distributions" means, with respect to each Distribution
Date, the distribution to be made to the Holders of the Guaranteed Certificates
in an aggregate amount equal to the Class A-19 Distribution Deficiency, as
defined in the Pooling and Servicing Agreement, for such Distribution Date, in
each case in accordance with the original terms of the Guaranteed Certificates
when issued and without regard to any amendment or modification of the
Guaranteed Certificates or the Pooling and Servicing Agreement which has not
been consented to by Financial Security. Guaranteed Distributions shall not
include, nor shall coverage be provided under this Policy in respect of, any
taxes, withholding or other charge imposed by any governmental authority.
"Guaranteed Distributions" includes the Class A Subclass Principal Balance with
respect to the Guaranteed Certificates to the extent unpaid on the last
scheduled maturity date of the Mortgage Loan that is last to mature.
"Policy" means this Financial Guaranty Insurance Policy and includes
each endorsement thereto.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of July 25, 1996 among Norwest Asset Securities Corporation,
as Seller, Norwest Bank Minnesota, National Association, as Master Servicer,
Firstar Trust Company, as Trustee and First Bank National Association, as Trust
Administrator.
"Receipt" and "Received" mean actual delivery to Financial Security and
to the Fiscal Agent (as defined below), if any, at or prior to 12:00 noon, New
York City time, on a Business Day; delivery either on a day that is not a
Business Day, or after 12:00 noon, New York City time, shall be deemed to be
Received on the next succeeding Business Day. If any notice or certificate given
hereunder by the Trust Administrator is not in proper form or is not properly
completed, executed or delivered, it shall be deemed not to have been Received,
and Financial Security or its Fiscal Agent shall promptly so advise the Trust
Administrator and the Trust Administrator may submit an amended notice.
"Term of This Policy" means the period from and including the Date of
Issuance to and including the date on which the last of the following occurs (i)
the principal balance of all the Guaranteed Certificates is zero, (ii) any
period during which any payment on the Guaranteed Certificates could have been
avoided in whole or in part as a preference payment under applicable bankruptcy,
insolvency, receivership or similar law has expired, and (iii) if any
proceedings requisite to avoidance as a preference payment have been commenced
prior to the occurrence of (i) and (ii), a final and non-appealable order in
resolution of each such proceeding has been entered.
"Trust Administrator" means the First Bank National Association in its
capacity as Trust Administrator under the Pooling and Servicing Agreement and
any successor in such capacity.
"Trustee" means Firstar Trust Company in its capacity as Trustee under
the Pooling and Servicing Agreement and any successor in such capacity.
2. Notices and Conditions to Payment in Respect of Guaranteed
Distributions. Following Receipt by Financial Security of a notice and
certificate from the Trust Administrator in the form attached as Exhibit A to
this Endorsement, Financial Security will pay any amount payable hereunder in
respect of Guaranteed Distributions out of the funds of Financial Security on
the later to occur of (a) 12:00 noon, New York City time, on the second Business
Day following such Receipt; and (b) 12:00 noon, New York City time, on the
Distribution Date to which such claim relates. Payments due hereunder in respect
of Guaranteed Distributions will be disbursed by wire transfer of immediately
available funds to the Policy Payments Account established pursuant to the
Pooling and Servicing Agreement or, if no such Policy Payments Account has been
established, to the Trust Administrator on behalf of the Trustee.
Financial Security shall be entitled to pay any amount hereunder in
respect of Guaranteed Distributions, whether or not any notice and certificate
shall have been Received by Financial Security as provided above. Financial
Security's obligations hereunder in respect of Guaranteed Distributions shall be
discharged to the extent funds are disbursed by Financial Security as provided
herein whether or not such funds are properly applied by the Trust Administrator
or Trustee.
3. Notices and Conditions to Payment in Respect of Guaranteed
Distributions Avoided as Preference Payments. If any payment of principal or
interest to a Guaranteed Certificateholder of a Guaranteed Certificate is
avoided as a preference payment under applicable bankruptcy, insolvency,
receivership or similar law, Financial Security will pay such amount out of the
funds of Financial Security on the later of (a) the date when due to be paid
pursuant to the Order referred to below or (b) the first to occur of (i) the
fourth Business Day following Receipt by Financial Security from the Trust
Administrator of (A) a certified copy of the order of the court or other
governmental body which exercised jurisdiction to the effect that the relevant
Guaranteed Certificateholder is required to return principal or interest
distributed with respect to the Guaranteed Certificate during the Term of this
Policy because such distributions were avoidable as preference payments under
applicable bankruptcy law (the "Order"), (B) a certificate of the relevant
Guaranteed Certificateholder that the Order has been entered and is not subject
to any stay and (C) an assignment duly executed and delivered by the relevant
Guaranteed Certificateholder, in such form as is reasonably required by
Financial Security and provided to the relevant Guaranteed Certificateholder by
Financial Security, irrevocably assigning to Financial Security all rights and
claims of the relevant Guaranteed Certificateholder relating to or arising under
the Guaranteed Certificate against the debtor which made such preference payment
or otherwise with respect to such preference payment or (ii) the date of Receipt
by Financial Security from the Trust Administrator of the items referred to in
clauses (A), (B) and (C) above if, at least four Business Days prior to such
date of Receipt, Financial Security shall have Received written notice from the
Trust Administrator that such items were to be delivered on such date and such
date was specified in such notice. Such payment shall be disbursed to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order and not to the Trust Administrator, Trustee or any Guaranteed
Certificateholder directly (unless a Guaranteed Certificateholder has previously
paid such amount to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the Order, in which case such payment shall be disbursed
to the Trust Administrator for distribution to such Guaranteed Certificateholder
upon proof of such payment reasonably satisfactory to Financial Security). In
connection with the foregoing, Financial Security shall have the rights provided
pursuant to Section 4.08(f) of the Pooling and Servicing Agreement.
4. Governing Law. This Policy shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
5. Fiscal Agent. At any time during the Term of this Policy, Financial
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Trust Administrator at the notice address
specified in the Pooling and Servicing Agreement specifying the name and notice
address of the Fiscal Agent. From and after the date of receipt of such notice
by the Trust Administrator, (i) copies of all notices and documents required to
be delivered to Financial Security pursuant to this Policy shall be
simultaneously delivered to the Fiscal Agent and to Financial Security and shall
not be deemed Received until Received by both and (ii) all payments required to
be made by Financial Security under this Policy may be made directly by
Financial Security or by the Fiscal Agent on behalf of Financial Security. The
Fiscal Agent is the agent of Financial Security only and the Fiscal Agent shall
in no event be liable to any Holder for any acts of the Fiscal Agent or any
failure of Financial Security to deposit, or cause to be deposited, sufficient
funds to make payments due under this Policy.
6. Waiver of Defenses. To the fullest extent permitted by applicable
law, Financial Security agrees not to assert, and hereby waives, for the benefit
of each Holder, all rights (whether by counterclaim, setoff or otherwise) and
defenses (including, without limitation, the defense of fraud), whether acquired
by subrogation, assignment or otherwise, to the extent that such rights and
defenses may be available to Financial Security to avoid payment of its
obligations under this Policy in accordance with the express provisions of this
Policy.
7. Notices. All notices to be given hereunder shall be in writing
(except as otherwise specifically provided herein) and shall be mailed by
registered mail or personally delivered or telecopied to Financial Security as
follows:
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
Attention: Senior Vice President
- Surveillance Department
Telecopy No.: (212) 339-3518
Confirmation: (212) 826-0100
Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trust Administrator.
8. Priorities. In the event any term or provision on the face of this
Policy is inconsistent with the provisions of this Endorsement, the provisions
of this Endorsement shall take precedence and shall be binding.
9. Exclusions From Insurance Guaranty Funds. This Policy is not covered
by the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.
10. Surrender of Policy. The Holder shall surrender this Policy to
Financial Security for cancellation upon expiration of the Term of this Policy.
<PAGE>
IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By: _______/s/ Russell B. Brewer_____
Authorized Officer
<PAGE>
Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
The undersigned, a duly authorized officer of First Bank National
Association (the "Trust Administrator"), hereby certifies to Financial Security
Assurance Inc. ("Financial Security"), with reference to Financial Guaranty
Insurance Policy No. 50487-A-N dated July 25, 1996 (the "Policy") issued by
Financial Security in respect of Norwest Asset Securities Corporation, Mortgage
Pass-Through Certificates, Series 1996-1 that:
(i) The Trust Administrator is the Trust Administrator under
the Pooling and Servicing Agreement and is authorized to act on behalf,
and is acting on behalf, of the Trustee and the Holders thereunder.
(ii) The Class A-19 Distribution Deficiency with respect to
the Distribution Date on [insert date] is $_________.
(iii) The Trust Administrator is making a claim under the
Policy for the shortfall to be applied to distributions of principal or
interest or both with respect to the Guaranteed Certificates.
(iv) The Trust Administrator agrees that, following receipt of
funds from Financial Security, it shall (a) hold such amounts in trust
and apply the same directly to the payment of Guaranteed Distributions
on the Guaranteed Certificates when due; (b) not apply such funds for
any other purpose; (c) not commingle such funds with other funds held
by the Trust Administrator or the Trustee and (d) maintain an accurate
record of such payments with respect to each Guaranteed Certificate and
the corresponding claim on the Policy and proceeds thereof and, if the
Guaranteed Certificate is required to be surrendered for such payment,
shall stamp on each such Guaranteed Certificate the legend "$[insert
applicable amount] paid by Financial Security and the balance hereof
has been cancelled and reissued" and then shall deliver such Guaranteed
Certificate to Financial Security.
(v) The Trust Administrator, on behalf of the Guaranteed
Certificateholders, hereby assigns to Financial Security the rights of
the Guaranteed Certificateholders and the Trustee with respect to the
Trust Fund to the extent of any payments under the Policy, including,
without limitation, any amounts due to the Guaranteed
Certificateholders in respect of securities law violations arising from
the offer and sale of the Trust Fund. The foregoing assignment is in
addition to, and not in limitation of, rights of subrogation otherwise
available to Financial Security in respect of such payments. The Trust
Administrator shall take such action and deliver such instruments as
may be reasonably requested or required by Financial Security to
effectuate the purpose or provisions of this clause (v).
(vi) The Trust Administrator, on its behalf and on behalf of
the Guaranteed Certificateholders and the Trustee, hereby appoints
Financial Security as agent and attorney-in-fact for the Trust
Administrator, the Trustee and each such Guaranteed Certificateholder
in any legal proceeding with respect to the Trust Fund. The Trust
Administrator hereby agrees that Financial Security may at any time
during the continuation of any proceeding by or against the Seller
under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an
"Insolvency Proceeding") direct all matters relating to such Insolvency
Proceeding, including without limitation, (A) all matters relating to
any claim in connection with an Insolvency Proceeding seeking the
avoidance as a preferential transfer of any payment with respect to the
Trust Fund (a "Preference Claim"), (B) the direction of any appeal of
any order relating to any Preference Claim at the expense of Financial
Security but subject to reimbursement and (C) the posting of any
surety, supersedeas or performance bond pending any such appeal. In
addition, the Trust Administrator hereby agrees that Financial Security
shall be subrogated to, and the Trust Administrator on its behalf and
on behalf of each Guaranteed Certificateholder and the Trustee, hereby
delegates and assigns, to the fullest extent permitted by law, the
rights of the Trust Administrator, the Trustee and each Guaranteed
Certificateholder in the conduct of any Insolvency Proceeding,
including, without limitation, all rights of any party to an adversary
proceeding or action with respect to any court order issued in
connection with any such Insolvency Proceeding.
(vii) Payment should be made by wire transfer directed to the
Policy Payments Account.
Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy or the Pooling and Servicing Agreement.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has executed and delivered
this Notice of Claim and Certificate as of the _______ day of
_____________________, _____.
FIRST BANK NATIONAL ASSOCIATION
By:
Title:
- -------------------------------------------------------------------------------
For Financial Security or Fiscal Agent Use Only
Wire transfer sent _____________ by _____________________________________
Confirmation Number ___________________________________________
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement dated
July 16, 1996 (to Prospectus dated July 16, 1996) of Norwest Asset Securities
Corporation relating to Mortgage Pass-Through Certificates, Series 1996-1 of our
report dated January 17, 1996, on our audits of the consolidated financial
statements of Financial Security Assurance Inc. and Subsidiaries as of December
31, 1995 and 1994, and for each of the three years in the period ended December
31, 1995. We also consent to the reference to our Firm under the caption
"Experts".
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
July 16, 1996
