SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 27, 1996
(Date of earliest event reported)
Commission File No. 333-2209
Norwest Asset Securities Corporation
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Delaware 52-1972128
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(State of Incorporation) I.R.S. Employer Identification No.)
5325 Spectrum Drive, Frederick, Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. Other Events
------------
On August 27, 1996, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1996-2, 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-PO, Class A-R, Class M, Class B-1
and Class B-2 (the "Offered Certificates"), having an aggregate original
principal balance of $304,811,126.68. The Offered Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of August 27, 1996,
among the Registrant, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer" or "Norwest Bank"), and First Bank National
Association, as trustee (the "Agreement"), a copy of which is filed as an
exhibit hereto. Mortgage Pass-Through Certificates, Series 1996-2, Class B-3,
Class B-4 and Class B-5, having an aggregate initial principal balance of
$2,459,102.26 (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 99.20% 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 are subordinated
to distributions on the Offered Certificates.
Interest on the Offered Certificates (other than the Class A-PO
Certificates) will be distributed on each Distribution Date (as defined in the
Agreement). Monthly distributions in reduction of the principal balance of the
Offered Certificates will be allocated to the Offered Certificates in accordance
with the priorities set forth in the Agreement. Distributions of interest and in
reduction of principal balance on any Distribution Date will be made to the
extent that the Pool Distribution Amount is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for federal
income tax purposes (the "REMIC"). The 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-PO Certificates, the Class M Certificates and the Class B-1, Class B-2, Class
B-3, Class B-4 and Class B-Certificates will be treated as "regular interests"
in the REMIC and the Class A-R Certificate will be treated as the "residual
interest" in the REMIC.
<PAGE>
ITEM 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4)
Pooling and Servicing Agreement, dated as of
August 27, 1996, among Norwest Asset Securities
Corporation, Norwest Bank Minnesota, National
Association and First Bank National Association,
as trustee.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
August 27, 1996
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/s/ B. David Bialzak
Vice President
<PAGE>
INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated as of August 27, 1996 among
Norwest Asset Securities Corporation,
Norwest Bank Minnesota, National Association
and First Bank National Association, as
trustee.
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST BANK NATIONAL ASSOCIATION
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of August 27, 1996
$307,270,228.94
Mortgage Pass-Through Certificates
Series 1996-2
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<PAGE>
TABLE OF CONTENTS
ARTICLE
DEFINITIONS
Section 1.01. Definitions
Section 1.02. Acts of Holders
Section 1.03. Effect of Headings and Table of Contents
Section 1.04. Benefits of Agreement
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans
Section 2.02. Acceptance by Trustee
Section 2.03. Representations and Warranties of the Master Servicer
and the Seller
Section 2.04. Execution and Delivery of Certificates
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE:
SERVICING OF THE MORTGAGE LOANS
Section 3.01. Certificate Account
Section 3.02. Permitted Withdrawals from the Certificate Account
Section 3.03. Advances by Master Servicer and Trustee
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage
Loan Files
Section 3.05. Reports to the Trustee; Annual Compliance Statements
Section 3.06. Title, Management and Disposition of Any REO Mortgage
Loan
Section 3.07. Amendments to Servicing Agreements, Modification of
Standard Provisions
Section 3.08. Oversight of Servicing
Section 3.09. Termination and Substitution of Servicing Agreements
Section 3.10. 1934 Act Reports
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01. Distributions
Section 4.02. Allocation of Realized Losses
Section 4.03. Paying Agent
Section 4.04. Statements to Certificateholders;
Report to the Trustee and the Seller
Section 4.05. Reports to Mortgagors and the Internal Revenue Service
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates
Section 5.02. Registration of Transfer and Exchange of Certificates
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates
Section 5.04. Persons Deemed Owners
Section 5.05. Access to List of Certificateholders' Names and Addresses
Section 5.06. Maintenance of Office or Agency
Section 5.07. Definitive Certificates
Section 5.08. Notices to Clearing Agency
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer
Section 6.02. Merger or Consolidation of the Seller or the Master
Servicer
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others
Section 6.04. Resignation of the Master Servicer
Section 6.05. Compensation to the Master Servicer
Section 6.06. Assignment or Delegation of Duties by Master Servicer
ARTICLE VII
DEFAULT
Section 7.01. Events of Default
Section 7.02. Other Remedies of Trustee
Section 7.03. Directions by Certificateholders and Duties
of Trustee During Event of Default
Section 7.04. Action upon Certain Failures of the Master Servicer
and upon Event of Default
Section 7.05. Trustee to Act; Appointment of Successor
Section 7.06. Notification to Certificateholders
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee
Section 8.02. Certain Matters Affecting the Trustee
Section 8.03. Trustee not Required to Make Investigation
Section 8.04. Trustee not Liable for Certificates or Mortgage
Loans
Section 8.05. Trustee May Own Certificates
Section 8.06. The Master Servicer to Pay Fees and Expenses
Section 8.07. Eligibility Requirements
Section 8.08. Resignation and Removal
Section 8.09. Successor
Section 8.10. Merger or Consolidation
Section 8.11. Authenticating Agent
Section 8.12. Separate Trustees and Co-Trustees
Section 8.13. Appointment of Custodians
Section 8.14. Tax Matters; Compliance with REMIC Provisions
Section 8.15. Monthly Advances
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or
Liquidation of All Mortgage Loans
Section 9.02. Additional Termination Requirements
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment
Section 10.02. Recordation of Agreement
Section 10.03. Limitation on Rights of Certificateholders
Section 10.04. Governing Law; Jurisdiction
Section 10.05. Notices
Section 10.06. Severability of Provisions
Section 10.07. Special Notices to Rating Agencies
Section 10.08. Covenant of Seller
Section 10.09. Recharacterization
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate
Section 11.02. Cut-Off Date
Section 11.03. Cut-Off Date Aggregate Principal Balance
Section 11.04. Original Class A Percentage
Section 11.05. Original Class A Subclass Principal Balances.
Section 11.06. Original Class A Non-PO Principal Balance
Section 11.07. Original Subordinated Percentage
Section 11.08. Original Class M Percentage
Section 11.09. Original Class M Principal Balance
Section 11.10. Original Class M Fractional Interest
Section 11.11. Original Class B-1 Percentage
Section 11.12. Original Class B-2 Percentage
Section 11.13. Original Class B-3 Percentage
Section 11.14. Original Class B-4 Percentage
Section 11.15. Original Class B-5 Percentage
Section 11.16. Original Class B Principal Balance
Section 11.17. Original Class B Subclass Principal Balances.
Section 11.18. Original Class B-1 Fractional Interest
Section 11.19. Original Class B-2 Fractional Interest
Section 11.20. Original Class B-3 Fractional Interest
Section 11.21. Original Class B-4 Fractional Interest
Section 11.22. Closing Date
Section 11.23. Right to Purchase
Section 11.24. Wire Transfer Eligibility
Section 11.25. Single Certificate
Section 11.26. Servicing Fee Rate
Section 11.27. Master Servicing Fee Rate
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EXHIBITS
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EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT C - Form of Face of Class M Certificate
EXHIBIT D - Form of Reverse of Series 1996-2 Certificates
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage in
Frederick Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-3] [B-4] [B-5]
Certificates)
EXHIBIT K - Transferee's Letter (Class [M] [B-1] [B-2] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of August 27, 1996 executed
by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer and FIRST BANK NATIONAL ASSOCIATION, as
Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and the Class M
Certificates or any Class B Subclass, the greater of (A) zero and (B) (i) the
principal balance of such Class or Subclass with respect to such Distribution
Date minus (ii) the Adjustment Amount for such Distribution Date less, with
respect to the Class M Certificates, the Class B Principal Balance or, with
respect to any Class B Subclass, the Class B Subclass Principal Balances for any
Class B Subclasses with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance, Class M Principal Balance and Class B
Principal Balance as of the related Determination Date and (B) the sum of (i)
the sum of the Class A Principal Balance, Class M Principal Balance and Class B
Principal Balance as of the Determination Date succeeding such Distribution
Date, (ii) the principal portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Certificates with respect
to such Distribution Date and (iii) the aggregate amount that would have been
distributed to all Classes as principal in accordance with Section 4.01(a) for
such Distribution Date without regard to the provisos in the definitions of
Class M Optimal Principal Amount, Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount and Class B-5 Optimal Principal Amount.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11. There shall initially be no Authenticating Agent for
the Certificates.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates or, following the reduction of the Class B Principal
Balance to zero, solely to the Class M Certificates in accordance with Section
4.02(a) since the Cut-Off Date. As of any Distribution Date on or after the
first anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a)
the Bankruptcy Loss Amount calculated as of the close of business on the
Business Day immediately preceding the most recent anniversary of the Cut-Off
Date coinciding with or preceding such Distribution Date (the "Relevant
Anniversary") and (b) such lesser amount which, as determined on the Relevant
Anniversary will not cause any rated Certificates to be placed on credit review
status (other than for possible upgrading) by either Rating Agency minus (2) the
aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates or, following the reduction of the Class B Principal Balance to
zero, solely to the Class M Certificates in accordance with Section 4.02(a)
since the Relevant Anniversary. On and after the Cross-Over Date the Bankruptcy
Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates or Class A-10 Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of Missouri 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 or State of Missouri are authorized or obligated by law or executive
order to be closed.
Certificate: Any one of the Class A Certificates, Class M Certificates or
Class B Certificates.
Certificate Account: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i) variations
in the Percentage Interest evidenced thereby and (ii) in the case of the Class A
Certificates and Class B Certificates, variations in Subclass designation and
other Subclass characteristics.
Class A Certificate: Any one of 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-PO
Certificates or Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class A Certificates pursuant to
Paragraphs first, second, third and fourth of Section 4.01(a) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Class A Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the Class A Non-PO Principal Balance.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the sum
of the Class A Subclass Unpaid Interest Shortfalls for each Class A Subclass and
(iii) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class A Non-PO Principal Balance: As of any date, an amount equal to the
Class A Principal Balance less the Class A Subclass Principal Balance of the
Class A-PO Certificates.
Class A Percentage: As to any Distribution Date occurring on or prior to
the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and including
the Distribution Date in August 2001, 100%. As to any Distribution Date
subsequent to August 2001 to and including the Distribution Date in August 2002,
the Class A Percentage as of such Distribution Date plus 70% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to August 2002 to and including the Distribution Date in August 2003, the Class
A Percentage as of such Distribution Date plus 60% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to August 2003 to and including the Distribution Date in August 2004, the Class
A Percentage as of such Distribution Date plus 40% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to August 2004 to and including the Distribution Date in August 2005, the Class
A Percentage as of such Distribution Date plus 20% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to August 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 August
preceding such Distribution Date (it being understood that for the purposes of
the determination of the Class A Prepayment Percentage for the current
Distribution Date, the current Class A Percentage and Subordinated Percentage
shall be utilized). In order for the reduction referred to in the second through
sixth sentences to be applicable, with respect to any Distribution Date (a) the
average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates on the Mortgage Loans that were delinquent 60
days or more (including for this purpose any payments due with respect to
Mortgage Loans in foreclosure and REO Mortgage Loans) must be less than 50% of
the current Class M Principal Balance and the current Class B Principal Balance
and (b) cumulative Realized Losses shall not exceed (1) 30% of the Original
Subordinated Principal Balance if such Distribution Date occurs between and
including September 2001 and August 2002, (2) 35% of the Original Subordinated
Principal Balance if such Distribution Date occurs between and including
September 2002 and August 2003, (3) 40% of the Original Subordinated Principal
Balance if such Distribution Date occurs between and including September 2003
and August 2004, (4) 45% of the Original Subordinated Principal Balance if such
Distribution Date occurs between and including September 2004 and August 2005,
and (5) 50% of the Original Subordinated Principal Balance if such Distribution
Date occurs during or after September 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 Trustee, based upon information provided by each Servicer as to
the Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Class A Non-PO Principal Distribution Amount: As to any Distribution Date,
the aggregate amount distributed in respect of the Class A Subclasses pursuant
to Paragraph third clause (A) of Section 4.01(a).
Class A 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-PO
Certificates and Class A-R Certificate.
Class A Subclass: Any of the Subclasses of Class A Certificates consisting
of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class
A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-PO Certificates and Class A-R Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and any
Class A Subclass, the amount distributable to such Class A Subclass pursuant to
Paragraphs first, second, third and fourth of Section 4.01(a).
Class A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class A Subclass (other than the Class A-PO Certificates), (i) the product
of (a) 1/12th of the Class A Subclass Pass-Through Rate for such Class A
Subclass and (b) the Class A Subclass Principal Balance of such Class A Subclass
as of the Determination Date preceding such Distribution Date minus (ii) the
Class A Subclass Interest Percentage of such Class A Subclass of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Class A Subclass Interest Accrual Amount.
Class A Subclass Interest Percentage: As to any Distribution Date and any
Class A Subclass (other than the Class A-PO Certificates), the percentage
calculated by dividing the Class A Subclass Interest Accrual Amount of such
Class A Subclass (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Class A Subclass Interest Accrual Amount).
Class A Subclass Interest Shortfall Amount: As to any Distribution Date and
any Subclass of Class A Certificates (other than the Class A-PO Certificates),
any amount by which the Class A Subclass Interest Accrual Amount of such Class A
Subclass with respect to such Distribution Date exceeds the amount distributed
in respect of such Class A Subclass on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A Subclass Loss Percentage: As to any Determination Date and any
Subclass of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Class A Subclass
Principal Balance of such Subclass by the Class A Loss Denominator (determined
without regard to any Class A Subclass Principal Balance of any such Class A
Subclass not then outstanding), in each case determined as of the preceding
Determination Date.
Class A Subclass Pass-Through Rate: As to each Class A Subclass, other than
the Class A-PO Certificates, the Class A Fixed Pass-Through Rate. The Class A-PO
Certificates are not entitled to interest and have no Class A Subclass
Pass-Through Rate.
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-PO
Certificates), the Original Class A Subclass Principal Balance of such Class A
Subclass less the sum of (a) all amounts previously distributed in respect of
such Class A Subclass on prior Distribution Dates (A) pursuant to Paragraph
third clause (A) of Section 4.01(a) and (B) as a result of a Principal
Adjustment and (b) the Realized Losses 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 such Class A Subclass Principal Balance will
also be reduced on each Determination Date by an amount equal to the product of
the Class A Subclass Loss Percentage of such Class A Subclass and the excess, if
any, of (i) the Class A Non-PO Principal Balance as of such Determination Date
without regard to this sentence over (ii) the difference between (A) the
Adjusted Pool Amount for the preceding Distribution Date and (B) the Adjusted
Pool Amount (PO Portion) for the preceding Distribution Date. As of any
subsequent Determination Date prior to the Cross-Over Date and as to the Class
A-PO Certificates, the Original Class A Subclass Principal Balance of such Class
A Subclass less the sum of (i) all amounts previously distributed in respect of
the Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs
third clause (B) and fourth of Section 4.01(a) and (ii) the Realized Losses
previously allocated to the Class A-PO Certificates pursuant to Section 4.02(b).
On or after the Cross-Over Date, such Class A Subclass Principal Balance will
also be reduced on each Determination Date by an amount equal to the difference,
if any, between such Class A Subclass Principal Balance as of such Determination
Date without regard to this sentence and the Adjusted Pool Amount (PO Portion)
for the preceding Distribution Date.
Class A Subclass Unpaid Interest Shortfall: As to any Distribution Date and
Class A Subclass, the amount, if any, by which the aggregate of the Class A
Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass on prior Distribution Dates pursuant to Paragraph second of
Section 4.01(a).
Class A Unpaid Interest Shortfall: As to any Distribution Date, an amount
equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for all the
Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-1 and Exhibit D hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-2 and Exhibit D hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-3 and Exhibit D hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-4 and Exhibit D hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-5 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-5 and Exhibit D hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-6 and Exhibit D hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-7 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-7 and Exhibit D hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-8 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-8 and Exhibit D hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-9 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-9 and Exhibit D hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-10 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-10 and Exhibit D hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-10 Percentage: The Class A Subclass Principal Balance of the Class
A-10 Certificates divided by the Pool Balance (Non-PO Portion).
Class A-10 Prepayment Shift Percentage: The Class A-10 Prepayment Shift
Percentage for any Distribution Date will be the percentage indicated below:
Distribution Date Occurring In Class A-10 Prepayment Shift Percentage
- --------------------------- -----------------------------------------
September 1996 through August 2001................... 0%
September 2001 through August 2002................... 30%
September 2002 through August 2003................... 40%
September 2003 through August 2004................... 60%
September 2004 through August 2005................... 80%
September 2005 and thereafter........................ 100%
Class A-10 Priority Amount: For any Distribution Date, the lesser of (i)
the Class A Subclass Principal Balance of the Class A-10 Certificates and (ii)
the sum of (A) the product of (1) the Class A-10 Percentage and (2) the
Scheduled Principal Amount and (B) the product of (1) the Class A-10 Percentage,
(2) the Class A-10 Prepayment Shift Percentage and (3) the Unscheduled Principal
Amount.
Class A-PO Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-PO and Exhibit D hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (i) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (ii) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Class A-PO Certificates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) on such Distribution Date.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on
the Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by
a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan
that was repurchased by the Seller during such preceding month pursuant
to Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such
Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over
the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit D hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Interest Accrual Amount: As to any Distribution Date, the sum of
the Class B Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class B Pass-Through Rate: As to any Distribution Date, 7.00% per annum.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance and Class B-5 Principal Balance.
Class B Subclass: Any of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Subclass Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4 or Class B-5 Distribution Amounts.
Class B Subclass Interest Accrual Amount: As to any Distribution Date and
any Class B Subclass, an amount equal to (i) the product of 1/12th of the Class
B Pass-Through Rate and the Class B Subclass Principal Balance of such Class B
Subclass as of the Determination Date preceding such Distribution Date minus
(ii) the Class B Subclass Interest Percentage of such Class B Subclass of (x)
any Non-Supported Interest Shortfall allocated to the Class B Certificates with
respect to such Distribution Date and (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Class B Subclass Interest Percentage: As to any Distribution Date and any
Class B Subclass, the percentage calculated by dividing the Class B Subclass
Interest Accrual Amount of such Class B Subclass (determined without regard to
clause (ii) of the definition thereof) by the Class B Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class B
Subclass Interest Accrual Amount).
Class B Subclass Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount or Class B-5 Interest
Shortfall Amount.
Class B Subclass Loss Percentage: As to any Determination Date and any
Class B Subclass then outstanding, the percentage calculated by dividing the
Class B Subclass Principal Balance of such Class B Subclass by the Class B
Principal Balance (determined without regard to any Class B Subclass Principal
Balance of any Class B Subclass not then outstanding), in each case determined
as of the preceding Determination Date.
Class B Subclass Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage or Class B-5 Percentage.
Class B Subclass Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage or Class B-5 Prepayment Percentage.
Class B Subclass Principal Balance: Any of the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance or Class B-5 Principal Balance.
Class B Subclass Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall or Class B-5 Unpaid
Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-1 and Exhibit D hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-1
Percentage for such Distribution Date will be zero.
Class B-1 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-1 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) 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 Principal Balance and the Class M Principal Balance as of such
Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-2 and Exhibit D hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Percentage for such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Prepayment Percentage for such
Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
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 Principal Balance, the Class M Principal Balance and the
Class B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-3 and Exhibit D hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Percentage for such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Prepayment Percentage for such
Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
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 Principal Balance, the Class M Principal Balance, the Class
B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-4 and Exhibit D hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Percentage for such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Prepayment Percentage for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
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 Principal Balance, the Class M Principal Balance, the Class
B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-5 and Exhibit D hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Percentage for such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such
Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
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 Principal Balance, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance and the Class B-4 Principal
Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Class M Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit C and Exhibit D hereto.
Class M Certificateholder: The registered holder of a Class M Certificate.
Class M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class M Certificates pursuant to Paragraphs
fifth, sixth and seventh of Section 4.01(a).
Class M Interest Accrual Amount: As to any Distribution Date, an amount
equal to (i) the product of 1/12th of the Class M Pass-Through Rate and the
Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M Certificates with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).
Class M Interest Shortfall Amount: As to any Distribution Date, any amount
by which the Class M Interest Accrual Amount with respect to such Distribution
Date exceeds the amount distributed in respect of the Class M Certificates on
such Distribution Date pursuant to Paragraph fifth of Section 4.01(a).
Class M Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class M Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class M Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class M Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class M Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class M Optimal Principal Amount will
equal the lesser of (A) the Class M Optimal Principal Amount calculated as
described in the preceding provisions and (B) the Adjusted Principal Balance for
the Class M Certificates.
Class M Pass-Through Rate: As to any Distribution Date, 7.00% per annum.
Class M Percentage: As to any Distribution Date, the percentage calculated
by multiplying the Subordinated Percentage by either (a) if any Class B
Certificates are eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Prepayment Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (a)
if any Class B Certificates are eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Principal Balance: As to the first Determination Date, the Original
Class M Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class M Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class M Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses previously
allocated to the Class M Certificates pursuant to Section 4.02(b) and (ii) the
Adjusted Pool Amount as of the preceding Distribution Date less the Class A
Principal Balance as of such Determination Date.
Class M Unpaid Interest Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class M Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class M Certificates on prior Distribution Dates pursuant to Paragraph sixth
of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.22.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
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.
Corporate Trust Office: The principal office of the Trustee, at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this instrument is located at 180 East
Fifth Street, St. Paul, Minnesota 55101.
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 pursuant to
Paragraph first of Section 4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class B Certificates pursuant to
Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-4 and Class
B-5 Certificates by the sum of the Class A Non-PO Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Subclass Principal Balance of the Class B-5 Certificates by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-4 Fractional Interest.
Current Class M Fractional Interest: As to any Distribution Date subsequent
to the first Distribution Date, the percentage obtained by dividing the Class B
Principal Balance by the sum of the Class A Non-PO Principal Balance, the Class
M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class M Fractional Interest.
Current Class M Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class M Certificates pursuant to
Paragraph fifth of Section 4.01(a) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, a Servicer and the Trustee,
substantially in the form of Exhibit E hereto, as the same may be amended or
modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control with it. 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 as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
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 7.00%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any
agency thereof, provided such obligations are backed by the full faith
and credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then
rated in the highest long-term commercial or finance company paper
rating category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as would
not result in the downgrading or withdrawal of the rating then
assigned to any of the Certificates by either Rating Agency or result
in any of such rated Certificates being placed on credit review status
(other than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits,
federal funds or banker's acceptances issued by any depository
institution or trust company incorporated under the laws of the United
States or of any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that
the commercial paper and/or debt obligations of such depository
institution or trust company (or in the case of the principal
depository institution in a holding company system, the commercial
paper or debt obligations of such holding company) are then rated in
the highest short-term or the highest long-term rating category for
such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by either
Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating
Agency at the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to
any security described in clauses (i) or (ii) above or any other
security issued or guaranteed by an agency or instrumentality of the
United States of America, in either case entered into with a
depository institution or trust company (acting as principal)
described in (iv) above;
(vii) securities (other than stripped bonds or stripped
coupon securities) bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of
America or any state thereof which, at the time of such investment or
contractual commitment providing for such investment, are then rated
in the highest short-term or the highest long-term rating category by
each Rating Agency, or in such lower rating category as would not
result in the downgrading or withdrawal of the rating then assigned to
any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating
Agency as would not result in the downgrading of the rating then
assigned to the Certificates by either Rating Agency or result in any
of such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any Mortgage
Loan as to which a Fraud Loss is realized in the month preceding the month of
such Distribution Date, (i) if the Aggregate Current Fraud Losses with respect
to such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Fitch: Fitch Investors Service, L.P., or its successor in interest.
Fixed Retained Yield: The fixed percentage of interest on each Mortgage
Loan with a Mortgage Interest Rate greater than the sum of (a) 7.00%, (b) the
Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per annum
rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus the sum of (i) 7.00%, (ii) the Servicing Fee Rate and (iii)
the Master Servicing Fee Rate.
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.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off Date an
amount equal to: (X) prior to the first anniversary of the Cut-Off Date an
amount equal to $6,145,404.58 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trustee pursuant hereto respecting the
related Mortgage Loan, including any unreimbursed advances for real property
taxes or for property restoration or preservation of the related Mortgaged
Property. Liquidation Expenses shall not include any previously incurred
expenses in respect of an REO Mortgage Loan which have been netted against
related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.27.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date 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
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1, F-2 and F-3, which list may be amended following the Closing Date
upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or 2.03
and which list shall set forth at a minimum the following information of the
close of business on the Cut-Off Date (or, with respect to Substitute Mortgage
Loans, as of the close of business on the day of substitution) as to each
Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the
Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy
Loan;
(xii) whether such Mortgage Loan is covered by
primary mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P.
Mortgage Loan;
(xv) Fixed Retained Yield, if applicable;
(xvi) the Master Servicing Fee; and
(xvii) for Mortgage Loans identified on Exhibit F-3, the
name of the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if any,
by which (i) Aggregate Foreclosure Profits with respect to such Distribution
Date exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
Net Liquidation Proceeds: As to any Liquidated Loan, Liquidation Proceeds
net of Liquidation Expenses. For all purposes of this Agreement, Net Liquidation
Proceeds shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the Servicing Fee Rate, as set forth in Section 11.26 with respect to
such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section
11.27 with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate,
if any, 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 quotient obtained
by dividing the Net Mortgage Interest Rate for such Mortgage Loan by 7.00%.
Non-PO Voting Interest: The ratio obtained by dividing the Pool Balance
(Non-PO Portion) by the sum of the Pool Balance (Non-PO Portion) and the Pool
Balance (PO Portion).
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer or the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer or Trustee determination, an Officer's Certificate of the
Master Servicer or the Trustee delivered to the Trustee, in each case detailing
the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance, (b) the Class M Certificates according to the
percentage obtained by dividing the Class M Principal Balance by the sum of the
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance and (c) the Class B Certificates according to the percentage
obtained by dividing the Class B Principal Balance by the sum of the Class A
Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities, 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.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee; provided, however, that with respect to REMIC matters, matters relating
to the determination of Eligible Accounts or matters relating to transfers of
Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to the Class M Certificates or any
Class B Subclass and any Distribution Date, an Optimal Adjustment Event will
occur with respect to such Class or Subclass if: (i) the principal balance of
such Class or Subclass on the Determination Date succeeding such Distribution
Date would have been reduced to zero (regardless of whether such principal
balance was reduced to zero as a result of principal distribution or the
allocation of Realized Losses) and (ii) any Class A Subclass Principal Balance
would be subject to further reduction as a result of the third or fifth
sentences of the definition of Class A Subclass Principal Balance or, with
respect to any Class B Subclass, the Class M Principal Balance or the Class B
Subclass Principal Balance of a Class B Subclass with a lower numerical
designation would be reduced with respect to such Distribution Date as a result
of the application of clause (ii) of the definition of Class M Principal
Balance, Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance or Class B-5 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the Cut-Off Date,
as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original Class A
Subclass Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10 and Class A-R
Certificates.
Original Class A Subclass Principal Balance: Any of the Original Class A
Subclass Principal Balances as set forth in Section 11.05.
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance and Original Class B-5
Principal Balance, as set forth in Section 11.16.
Original Class B-1 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance and the Original Class B-5 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance, the Original Class M Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.18.
Original Class B-2 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance and the Original Class B-5
Principal Balance by the sum of the Original Class A Non-PO Principal Balance,
the Original Class M Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.19.
Original Class B-3 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance and the Original Class B-5 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance, the Original Class M Principal Balance and the
Original Class B Principal Balance. The Original Class B-3 Fractional Interest
is specified in Section 11.20.
Original Class B-4 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-5 Principal Balance by
the sum of the Original Class A Non-PO Principal Balance, the Original Class M
Principal Balance and the Original Class B Principal Balance. The Original Class
B-4 Fractional Interest is specified in Section 11.21.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.11.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.12.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.14.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.15.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class M Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class M Principal Balance by
the sum of the Original Class A Non-PO Principal Balance, the Original Class M
Principal Balance and the Original Class B Principal Balance. The Original Class
M Fractional Interest is specified in Section 11.10.
Original Class M Percentage: The Class M Percentage as of the Cut-Off Date,
as set forth in Section 11.08.
Original Class M Principal Balance: The Class M Principal Balance as of the
Cut-Off Date, as set forth in Section 11.09.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.07.
Original Subordinated Principal Balance: The sum of the Original Class M
Principal Balance and the Original Class B Principal Balance.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
PAC Certificates: The Class A-5 Certificates, Class A-6 Certificates and
Class A-7 Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as agent for
the Master Servicer, to make distributions to Certificateholders with respect to
the Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate, 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 M Certificate, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the aggregate original principal balance of all Certificates of
such Class. With respect to a Class B Certificate, the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class B
Subclass.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder, the amount of any such advances being
equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
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.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trustee pursuant to Section 3.03 and (iii) all other amounts required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) 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 or any unpaid
Fixed Retained Yield;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any recoveries in respect of principal which had
previously been allocated as a loss to one or more Subclasses of the Class
A or Class B Certificates or the Class M Certificates pursuant to Section
4.02.
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 7.00%.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class M Optimal Principal
Amount, Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class
B-5 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class or Subclass.
Principal Balance: Each of the Class A Subclass Principal Balances, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal Balance.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class M Certificates are
Fitch and S&P. The Rating Agency for the Class B-1, Class B-2, Class B-3 and
Class B-4 Certificates is Fitch. If any such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean 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. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or, with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the Chairman or
Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
S&P: Standard & Poor's, or its successor in interest.
Scheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(i) and y(iv) of the definition of
Class A Non-PO Optimal Principal Amount, but without that amount being
multiplied by the Class A Percentage.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the related Servicer during the related Unscheduled Principal Receipt
Period for each applicable type of Unscheduled Principal Receipt related to the
Distribution Date occurring in the month preceding such Distribution Date, (B)
Deficient Valuations incurred prior to such Due Date and (C) the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor. Accordingly, the Scheduled Principal Balance of a
Mortgage Loan which becomes a Liquidated Loan at any time through the last day
of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in interest.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, BankAmerica Mortgage, Countrywide Home
Loans, Inc., Citicorp Mortgage, Inc., First Union Mortgage Corporation, HomeSide
Lending, National City Mortgage Company and Suntrust Mortgage, Inc., as Servicer
under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.26.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(e).
Single Certificate: A Certificate of any Class or Subclass that evidences
the smallest permissible Denomination for such Class or Subclass, as set forth
in Section 11.25.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the
Trustee, the Servicer or any of their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$3,072,702.29 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates, as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trustee. On and or after the Cross-Over Date, the Special Hazard Loss
Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates, denominated
respectively as Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-PO and Class A-R and
each subdivision of the Class B Certificates, denominated respectively as Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may
be held from time to time in the Certificate Account (other than any Fixed
Retained Yield), and the rights of the Trustee to receive the proceeds of all
insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement, property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Bank National Association, a national banking association,
or any successor trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Subclass Unpaid Interest
Shortfalls, the Class M Unpaid Interest Shortfall, the Class B-1 Unpaid Interest
Shortfall, the Class B-2 Unpaid Interest Shortfall, the Class B-3 Unpaid
Interest Shortfall, the Class B-4 Unpaid Interest Shortfall and the Class B-5
Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without that amount being
multiplied by the Class A Prepayment Percentage.
Unscheduled Principal Receipt: Any 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.
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, (a) the Holders of the Class A
Certificates will collectively be entitled to the Class A Voting Interest, (b)
the Holders of the Class M Certificates will collectively be entitled to the
then applicable percentage of the aggregate Voting Interest represented by all
Certificates equal to the product of (i) the ratio obtained by dividing the
Class M Principal Balance by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance and (ii) the
Non-PO Voting Interest and (c) the Holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 1996-2 Certificates. The aggregate Voting Interests of
each Subclass of Class A Certificates (other than the Class A-PO Certificates)
on any date will be equal to the product of (a) the Class A Voting Interest
represented by clause (A) of the definition thereof and (b) the fraction
obtained by dividing the Class A Subclass Principal Balance of such Class A
Subclass by the Class A Non-PO Principal Balance on such date. The aggregate
Voting Interest of the Class A-PO Certificates on any date will be equal to the
Class A Voting Interest represented by clause (B) of the definition thereof. The
aggregate Voting Interest of each Subclass of Class B Certificates will equal
such Subclass's pro rata portion of the Voting Interest allocated to the Class B
Certificates based on such Subclass's outstanding principal balance. Each
Certificateholder of a Class or Subclass will have a Voting Interest equal to
the product of the Voting Interest to which such Class or Subclass is
collectively entitled and the Percentage Interest in such Class or Subclass
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class or Subclass of
Certificates or specified Classes or Subclasses of Certificates, each
Certificateholder of a Class or Subclass will have a Voting Interest in such
Class or Subclass equal to such Holder's Percentage Interest in such Class or
Subclass.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, if made in the manner provided in this Section 1.02. The
Trustee shall promptly notify the Master Servicer in writing of the receipt of
any such instrument or writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder, the Holders of the Certificates any benefit or any legal
or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest (other than
the portion, if any, representing the Fixed Retained Yield) and principal
received by the Seller on or with respect to the Mortgage Loans after the
Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial
custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any
Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment
is in the process of being recorded on the Closing Date, the Seller shall
deliver a copy thereof, certified by Norwest Mortgage or the applicable Norwest
Mortgage Correspondent to be a true and complete copy of the document sent for
recording, and the Seller shall use its best efforts to cause each such original
recorded document or certified copy thereof to be delivered to the Trustee
promptly following its recordation. The Seller shall also cause to be delivered
to the Trustee any other original mortgage loan document to be included in the
Owner Mortgage Loan File if a copy thereof has been delivered.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in any Servicing Agreement, deliver or cause to be delivered to
the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee
in a form suitable for recordation, together with an Opinion of Counsel (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 Trustee and the Trustee shall within five Business Days (or such
other reasonable period of time mutually agreed upon by the Master Servicer and
the Trustee) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents 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 Trustee agrees, for the benefit of Certificateholders,
to review each Owner Mortgage Loan File within 45 days after execution of this
Agreement in order to ascertain that all required documents set forth in Section
2.01 have been executed and received and appear regular on their face, and that
such documents relate to the Mortgage Loans identified in the Mortgage Loan
Schedule, and in so doing the Trustee may rely on the purported due execution
and genuineness of any such document and on the purported genuineness of any
signature thereon. If within such 45 day period the Trustee finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trustee shall promptly
(and in no event more than 30 days after the discovery of such defect) notify
the Seller, which shall have a period of 60 days after the date of such notice
within which to correct or cure any such defect. The Seller hereby covenants and
agrees that, if any material defect is not so corrected or cured, the Seller
will, not later than 60 days after the Trustee's notice to it referred to above
respecting such defect, either (i) repurchase the related Mortgage Loan or any
property acquired in respect thereof from the Trust Estate at a price equal to
(a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) accrued
interest at the Mortgage Interest Rate less any Fixed Retained Yield through the
last day of the month in which such repurchase takes place or (ii) if within two
years of the Startup Day, or such other period permitted by the REMIC
Provisions, substitute for any Mortgage Loan to which such material defect
relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trustee and the Substitution Principal Amount, together with (i) interest on
such Substitution Principal Amount at the applicable Net Mortgage Interest Rate
to the following Due Date of such Mortgage Loan which is being substituted for
and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, Master Servicer
or Trustee with respect to such Mortgage Loan, shall be deposited in the
Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the
Due Date in the month of substitution shall not be part of the Trust Estate.
Upon receipt by the Trustee of written notification of any such deposit signed
by an officer of the Seller, or the new Owner Mortgage Loan File, as the case
may be, the Trustee shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee may, concurrently with the execution and delivery hereof or at
any time thereafter, enter into a Custodial Agreement substantially in the form
of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold
the Mortgage Notes, the Mortgages, the assignments and other documents related
to the Mortgage Loans received by the Trustee in trust for the benefit of all
present and future Certificateholders, which may provide, among other things,
that the Custodian shall conduct the review of such documents required under the
first Paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master
Servicer and the Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of Certificateholders that, as of the date of execution of this
Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result
in the breach of, any material contract, agreement or other instrument
to which the Master Servicer is a party or which may be applicable to
the Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would affect its
performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates
respecting which such information is furnished as specified in the
Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is
free and clear of all encumbrances and liens having priority over the
first lien of the Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or interests
arising under or as a result of any federal, state or local law,
regulation or ordinance relating to hazardous wastes or hazardous
substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners
association fees; and if the Mortgaged Property consists of shares of
a cooperative housing corporation, any lien for amounts due to the
cooperative housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance expenses secured by
the real property owned by the cooperative housing corporation; and
any security agreement, chattel mortgage or equivalent document
related to, and delivered to the Trustee or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien
on the property described therein and the Seller has full right to
sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the Mortgaged
Property in whole or in part from the lien of the Mortgage, or
executed any instrument of release, cancellation, modification or
satisfaction, except in each case as is reflected in an agreement
delivered to the Trustee or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and
owing have been paid, or an escrow of funds has been established, to
the extent permitted by law, in an amount sufficient to pay for every
such item which remains unpaid; and the Seller has not advanced funds,
or received any advance of funds by a party other than the Mortgagor,
directly or indirectly (except pursuant to any Subsidy Loan
arrangement) for the payment of any amount required by the Mortgage,
except for interest accruing from the date of the Mortgage Note or
date of disbursement of the Mortgage Loan proceeds, whichever is
later, to the day which precedes by thirty days the first Due Date
under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes
no representations), so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total
or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and materialmen's liens or liens in the nature thereof; provided,
however, that this warranty shall be deemed not to have been made at
the time of the initial issuance of the Certificates if a title policy
affording, in substance, the same protection afforded by this warranty
is furnished to the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares, 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 Trustee of the Seller's interest in such mortgagee title insurance
policy does not require any consent of or notification to the insurer
which has not been obtained or made, such mortgagee title insurance
policy is in full force and effect and will be in full force and
effect and inure to the benefit of the Trustee, no claims have been
made under such mortgagee title insurance policy, and no prior holder
of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgagee
title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of
the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Loan, but in no event less than the
minimum amount necessary to fully compensate for any damage or loss on
a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Loan, the
improvements on the Mortgaged Property were in an area identified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the
full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the Flood Disaster
Protection Act of 1973; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default, breach, violation
or event of acceleration; and no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note
or Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of
not more than 360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the
benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no
homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in a
planned unit development or, in the case of Mortgage Loans secured by
Co-op Shares, leases or occupancy agreements; 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 Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trustee
or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trustee at a
price equal to (A) 100% of the unpaid principal balance of such Mortgage Loan
plus (B) accrued interest at the Net Mortgage Interest Rate for such Mortgage
Loan through the last day of the month in which such repurchase took place or
(ii) if within two years of the Startup Day, or such other period permitted by
the REMIC Provisions, substitute for such Mortgage Loan in the manner described
in Section 2.02. The purchase price of any repurchase described in this
Paragraph and the Substitution Principal Amount, if any, plus accrued interest
thereon and the other amounts referred to in Section 2.02, shall be deposited in
the Certificate Account. It is understood and agreed that the obligation of the
Seller to repurchase or substitute for any Mortgage Loan or property as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders or the Trustee on behalf
of Certificateholders, and such obligation shall survive until termination of
the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Owner Mortgage Loan Files to it, and, concurrently with such
delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates (other
than the Class A-R Certificate), the Class M Certificates and the Subclasses of
Class B Certificates as classes of "regular interests" and the Class A-R
Certificate as the single class of "residual interest" in the REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Closing
Date is hereby designated as the "Startup Day" of the REMIC within the meaning
of Code Section 860G(a)(9). The "latest possible maturity date" of the regular
interests in the REMIC is September 25, 2011 for purposes of Code Section
860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trustee, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any
amounts received in respect of the interest portion of unreimbursed
Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account to
be invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the REMIC to be subject to Prohibited
Transactions Tax, otherwise subject the REMIC to tax, or cause the Trust Estate
to fail to qualify as a REMIC while any Certificates are outstanding. Any
amounts deposited in the Certificate Account prior to the Distribution Date
shall be invested for the account of the Master Servicer and any investment
income thereon shall be additional compensation to the Master Servicer for
services rendered under this Agreement. The amount of any losses incurred in
respect of any such investments shall be deposited in the Certificate Account by
the Master Servicer out of its own funds immediately as realized.
Section 3.02. Permitted Withdrawals from the Certificate
Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee
pursuant to Section 3.03(a) or any Servicer pursuant to any Servicing
Agreement with respect to previous Distribution Dates, such right to
reimbursement pursuant to this subclause (i) being limited to amounts
received on or in respect of particular Mortgage Loans (including, for
this purpose, Liquidation Proceeds, REO Proceeds and proceeds from the
purchase, sale, repurchase or substitution of Mortgage Loans pursuant
to Sections 2.02, 2.03, 3.08 or 9.01) respecting which any such
Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trustee for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and
not from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended
by the Master Servicer or any Servicer pursuant hereto or to any
Servicing Agreement, respectively, in good faith in connection with
the restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee
(or, in certain cases, the Seller) for expenses incurred by it
(including taxes paid on behalf of the Trust Estate) and recoverable
by or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03
or the second sentence of Section 8.14(a) or pursuant to such
Servicer's Servicing Agreement, provided such expenses are
"unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect
to each Mortgage Loan or property acquired in respect thereof that has
been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance
was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to such
Servicer's Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage
Loan;
(x) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited
therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds)
with respect to a particular Mortgage Loan, the Fixed Retained Yield,
if any, with respect to such Mortgage Loan; provided, however, that
with respect to any payment of interest received by the Master
Servicer in respect of a Mortgage Loan (whether paid by the Mortgagor
or received as Liquidation Proceeds, Insurance Proceeds or otherwise)
which is less than the full amount of interest then due with respect
to such Mortgage Loan, only that portion of such payment of interest
that bears the same relationship to the total amount of such payment
of interest as the Fixed Retained Yield Rate, if any, in respect of
such Mortgage Loan bears to the Mortgage Interest Rate shall be
allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of Norwest Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced, (iii) the amount that the Trustee or Master
Servicer is required to advance hereunder and (iv) whether the Master Servicer
has determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums. To
the extent Norwest Mortgage fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the
Norwest Servicing Agreement, the Master Servicer shall, if the Master Servicer
knows of such failure of Norwest Mortgage, certify to the Trustee that such
failure has occurred. Upon receipt of such certification, the Trustee shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trustee shall be required to pay or advance any amount which
any Servicer was required, but failed, to deposit in the Certificate Account.
Section 3.04. Trustee to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trustee and the Trustee shall, within five Business Days, release the
related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of such
Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer or
such Servicer, as directed by the Master Servicer, court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
Section 3.05. Reports to the Trustee; Annual Compliance
Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current FNMA monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before April 30
of each year, a certificate signed by an officer of the Master Servicer,
certifying that (i) such officer has reviewed the activities of the Master
Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
Section 3.06. Title, Management and Disposition of Any REO
Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant to Section
3.07(b), the Master Servicer from time to time may, to the extent permitted by
the applicable Servicing Agreement, make such modifications and amendments to
such Servicing Agreement as the Master Servicer deems necessary or appropriate
to confirm or carry out more fully the intent and purpose of such Servicing
Agreement and the duties, responsibilities and obligations to be performed by
the Servicer thereunder. Such modifications may only be made if they are
consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel.
Prior to the issuance of any modification or amendment, the Master Servicer
shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a Servicing
Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which
consent and amendment shall not require the consent of any Certificateholder if
it is (i) for the purpose of curing any mistake or ambiguity or to further
effect or protect the rights of the Certificateholders or (ii) for any other
purpose, provided such amendment or supplement for such other purpose cannot
reasonably be expected to adversely affect Certificateholders. The lack of an
adverse effect on Certificateholders may be established through various means,
including the delivery to the Trustee of (i) an Opinion of Counsel to such
effect or (ii) written notification from each Rating Agency to the effect that
such amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. The Trustee may, in its
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's and
the Certificateholders' reliance on the Master Servicer, and in a manner
consistent with the terms and provisions of any insurance policy required to be
maintained by the Master Servicer or any Servicer pursuant to this Agreement or
any Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Trust Estate of REMIC status for federal income tax
purposes or (iii) the imposition of any Prohibited Transaction Tax or any
federal taxes on the REMIC or the Trust Estate. The Master Servicer shall have
full power and authority in its sole discretion to take any action with respect
to the Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled, at its option, to repurchase any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor; provided, however, that the Cut-Off Date Principal
Balances of the Mortgage Loans repurchased pursuant to this provision shall not
exceed 2.5% of the Cut-Off Date Aggregate Principal Balance of the Mortgage
Loans. The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate, less any Fixed Retained Yield for such Mortgage Loan,
through the last day of the month in which such repurchase occurs. Upon the
receipt of such purchase price, the Master Servicer shall provide to the Trustee
the certification required by Section 3.04 and the Trustee and the Custodian, if
any, shall promptly release to the Seller the Owner Mortgage Loan File relating
to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the
Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures.
Section 3.09. Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller and the Trustee an Officer's Certificate certifying that an event
has occurred which may justify termination of such Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to such Servicer. If the Master
Servicer recommends that such Servicing Agreement be terminated, the Master
Servicer's certification must state that the breach is material and not merely
technical in nature. Upon written direction of the Master Servicer, based upon
such certification, the Trustee shall promptly terminate such Servicing
Agreement. Notwithstanding the foregoing, in the event that (i) Norwest Mortgage
fails to make any advance, as a consequence of which the Trustee is obligated to
make an advance pursuant to Section 3.03 and (ii) the Trustee provides Norwest
Mortgage written notice of the failure to make such advance and such failure
shall continue unremedied for a period of 15 days after receipt of such notice,
the Trustee shall terminate the Norwest Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates, the
Class M Certificates and the Class B-1 and Class B-2 Certificates pursuant to
the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a) On each Distribution Date, the Pool Distribution Amount will be applied
in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Subclasses of Class A Certificates (other than the Class A-PO
Certificates), pro rata, based upon their respective Class A Subclass Interest
Accrual Amounts, in an aggregate amount up to the sum of the Class A Subclass
Interest Accrual Amounts with respect to such Distribution Date;
second, to the Subclasses of Class A Certificates (other than the Class
A-PO Certificates), pro rata, based upon their respective Class A Subclass
Unpaid Interest Shortfalls, in an aggregate amount up to the sum of the
previously unpaid Class A Subclass Unpaid Interest Shortfalls;
third, concurrently, to the Class A Certificates (other than the Class A-PO
Certificates) and the Class A-PO Certificates, pro rata, based on their
respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Subclasses of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such
Subclasses in accordance with Section 4.01(b) or Section 4.01(c), as applicable,
and (B) to the Class A-PO Certificates in an amount up to the Class A-PO Optimal
Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class A-PO
Deferred Amount from amounts otherwise distributable (without regard to this
Paragraph fourth) first to the Class B-5 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-4 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-3 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-2 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-1 Certificates pursuant to Paragraph
tenth below, and sixth to the Class M Certificates pursuant to Paragraph seventh
below;
fifth, to the Class M Certificates in an amount up to the Class M Interest
Accrual Amount with respect to such Distribution Date;
sixth, to the Class M Certificates in an amount up to the Class M Unpaid
Interest Shortfall;
seventh, to the Class M Certificates in an amount up to the Class M Optimal
Principal Amount; provided, however, that the amount distributable to the Class
M Certificates pursuant to this Paragraph seventh will be reduced by the amount,
if any, that would have been distributable to the Class M Certificates hereunder
used to pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
eighth, to the Class B-1 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-1 Certificates with respect to
such Distribution Date;
ninth, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
tenth, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-1 Certificates pursuant to this Paragraph tenth will be reduced by
the amount, if any, that would have been distributable to the Class B-1
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-2 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-2 Certificates in an amount up to the Class B-2
Unpaid Interest Shortfall;
thirteenth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-2 Certificates pursuant to this Paragraph thirteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
fourteenth, to the Class B-3 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Unpaid Interest Shortfall;
sixteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-3 Certificates pursuant to this Paragraph sixteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-3
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
seventeenth, to the Class B-4 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Unpaid Interest Shortfall;
nineteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-4 Certificates pursuant to this Paragraph nineteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-4
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above; and
twentieth, to the Class B-5 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-5 Certificates in an amount up to the Class
B-5 Unpaid Interest Shortfall;
twenty-second, to the Class B-5 Certificates in an amount up to the Class
B-5 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-5 Certificates pursuant to this Paragraph twenty-second will be
reduced by the amount, if any, that would have been distributable to the Class
B-5 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any Class or
Subclass (other than the Class A-R Certificate) has been 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-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
Class A-PO Certificates), the Class M Certificates and any Class B Subclass with
a lower numerical designation and the amount of the Principal Adjustment, if
any, attributable to the Class M Certificates will be allocated to the
Subclasses of Class A Certificates (other than the Class A-PO Certificates) pro
rata based on the Class A Subclass Principal Balances.
(b) On each Distribution Date prior to the Cross-Over Date,
the Class A Non-PO Principal Distribution Amount will be allocated among and
distributed in reduction of the Class A Subclass Principal Balances (other than
the Class A Subclass Principal Balance of the Class A-PO Certificates) as
follows:
first, to the Class A-10 Certificates up to the
Class A-10 Priority Amount;
second, to the Class A-R Certificate until the Class A
Subclass Principal Balance thereof has been reduced to zero;
third, concurrently, as follows, until the Class A Subclass
Principal Balance of the Class A-1 Certificates has been reduced to zero:
(i) 23.476700834416% to the Class A-1 Certificates;
(ii) 32.541361738602% to the Class A-2 Certificates;
(iii) 13.669033419366% to the Class A-3 Certificates; and
(iv) 30.312904007616%, sequentially, as follows:
(a) to the Class A-5 Certificates up to their PAC Principal
Amount for such Distribution Date;
(b) to the Class A-6 Certificates up to their PAC Principal
Amount for such Distribution Date;
(c) to the Class A-7 Certificates up to their PAC Principal
Amount for such Distribution Date;
(d) to the Class A-8 Certificates until the Class A Subclass
Principal Balance thereof has been reduced to zero; and
(e) sequentially, to the Class A-5 Certificates, the Class A-6
Certificates and the Class A-7 Certificates, without regard
to their respective PAC Principal Amounts;
fourth, concurrently, as follows, until the Class A Subclass Principal
Balances of the Class A-2 Certificates and the Class A-3 Certificates have been
reduced to 0.33952606% and 17.84938118%, respectively, of their initial Class A
Subclass Principal Balances:
(i) 38.658871569956% to the Class A-2 Certificates;
(ii) 25.329646416592% to the Class A-3 Certificates; and
(iii) 36.011482013452%, sequentially, as follows:
(a) to the Class A-5 Certificates up to their PAC Principal
Amount for such Distribution Date;
(b) to the Class A-6 Certificates up to their PAC Principal
Amount for such Distribution Date;
(c) to the Class A-7 Certificates up to their PAC Principal
Amount for such Distribution Date;
(d) to the Class A-8 Certificates until the Class A Subclass
Principal Balance thereof has been reduced to zero; and
(e) sequentially, to the Class A-5 Certificates, the Class A-6
Certificates and the Class A-7 Certificates, without regard
to their respective PAC Principal Amounts;
fifth, concurrently, as follows, until the Class A Subclass Principal
Balance of the Class A-2 Certificates has been reduced to zero:
(i) 31.628891803183% to the Class A-2 Certificates;
(ii) 38.908187474606% to the Class A-3 Certificates; and
(iii) 29.462920722211%, sequentially, as follows:
(a) to the Class A-5 Certificates up to their PAC Principal
Amount for such Distribution Date;
(b) to the Class A-6 Certificates up to their PAC Principal
Amount for such Distribution Date;
(c) to the Class A-7 Certificates up to their PAC Principal
Amount for such Distribution Date;
(d) to the Class A-8 Certificates until the Class A Subclass
Principal Balance thereof has been reduced to zero; and
(e) sequentially, to the Class A-5 Certificates, the Class A-6
Certificates and the Class A-7 Certificates, without regard
to their respective PAC Principal Amounts;
sixth, concurrently, as follows:
(i) 38.908187474606% to the Class A-3 Certificates until the Class A
Subclass Principal Balance thereof has been reduced to zero;
(ii) 31.628891803183% to the Class A-4 Certificates until the Class A
Subclass Principal Balance thereof has been reduced to zero; and
(iii) 29.462920722211%, sequentially, as follows:
(a) to the Class A-5 Certificates up to their PAC Principal
Amount for such Distribution Date;
(b) to the Class A-6 Certificates up to their PAC Principal
Amount for such Distribution Date;
(c) to the Class A-7 Certificates up to their PAC Principal
Amount for such Distribution Date;
(d) to the Class A-8 Certificates until the Class A Subclass
Principal Balance thereof has been reduced to zero; and
(e) sequentially, to the Class A-5 Certificates, the Class A-6
Certificates and the Class A-7 Certificates, without regard
to their respective PAC Principal Amounts, until the Class A
Subclass Principal Balance of each such Subclass thereof has
been reduced to zero;
seventh, to the Class A-9 Certificates until the Class A Subclass Principal
Balance thereof has been reduced to zero; and
eighth, to the Class A-10 Certificates until the Class A Subclass Principal
Balance thereof has been reduced to zero.
As used above, the "PAC Principal Amount" for any Distribution Date and for
any Subclass of PAC Certificates means the amount, if any, that would reduce the
Class A Subclass Principal Balance of such Subclass to the percentage of its
initial Class A Subclass Principal Balance shown in the following tables with
respect to such Distribution Date.
The following tables set forth for each Distribution Date the planned Class
A Subclass Principal Balance for each Subclass of PAC Certificates expressed as
a percentage of the initial Class A Subclass Principal Balance.
<PAGE>
Planned Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class A-5 Certificates
Percentage of Initial
Distribution Class A Subclass
Date Principal Balance
- -------------------- ----------------------
Up to and including
August 1997 100.00000000%
September 1997 92.76514735
October 1997 85.32670775
November 1997 77.69864223
December 1997 69.88444797
January 1998 61.88771886
February 1998 53.71249300
March 1998 45.36288209
April 1998 36.84332241
May 1998 28.15790922
June 1998 19.31179665
July 1998 10.31112051
August 1998 1.16359446
September 1998
and thereafter 0.00000000
Class A-6 Certificates
Percentage of Initial
Distribution Class A Subclass
Date Principal Balance
- ------------------- ----------------------
Up to and including
August 1998 100.00000000%
September 1998 97.55491774
October 1998 94.72598365
November 1998 91.87895000
December 1998 89.02843417
January 1999 86.18562757
February 1999 83.35568109
March 1999 80.53939765
April 1999 77.73671857
May 1999 74.94758539
June 1999 72.17194013
July 1999 69.40972517
August 1999 66.66088313
September 1999 63.92535704
October 1999 61.20309026
November 1999 58.49402648
December 1999 55.79810974
January 2000 53.11528443
February 2000 50.44549526
March 2000 47.78868730
April 2000 45.14480596
May 2000 42.51379691
June 2000 39.89560622
July 2000 37.29018030
August 2000 34.69746587
September 2000 32.11740996
October 2000 29.54995996
November 2000 26.99506357
December 2000 24.45266883
January 2001 21.92272413
February 2001 19.40517809
March 2001 16.89997970
April 2001 14.40707839
May 2001 11.92642370
June 2001 9.45796565
July 2001 7.00165452
August 2001 4.55744087
September 2001 2.17075826
October 2001
and thereafter 0.00000000
<PAGE>
Class A-7 Certificates
Percentage of Initial
Distribution Class A Subclass
Date Principal Balance
- ------------ ---------------------
Up to and including
September 2001 100.00000000
October 2001 99.40481617
November 2001 92.52588803
December 2001 85.67979517
January 2002 78.86638702
February 2002 72.08551417
March 2002 65.33702745
April 2002 58.62077910
May 2002 51.93662184
June 2002 45.35203555
July 2002 38.89575405
August 2002 32.56565929
September 2002 26.47466080
October 2002 20.50291599
November 2002 14.64842447
December 2002 8.90921774
January 2003 3.28335843
February 2003
and thereafter 0.00000000
<PAGE>
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Principal Distribution Amount
shall be distributed among the Subclasses of Class A Certificates (other than
the Class A-PO Certificates) pro rata in accordance with their outstanding Class
A Subclass Principal Balances without regard to either the proportions or the
priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Subclasses of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class M Fractional Interest is less than
the Original Class M Fractional Interest and the Class M Principal
Balance is greater than zero, the Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4 and Class B-5
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Class M Certificates and/or the
Subclasses of Class B Certificates entitled to receive distributions of
principal would reduce the Class M Principal Balance and/or the Class B Subclass
Principal Balances of the Subclasses of Class B Certificates entitled to receive
distributions of principal below zero, first the Class M Prepayment Percentage
and/or the Class B Subclass Prepayment Percentage of any affected Class B
Subclass for such Distribution Date beginning with the affected Subclass with
the lowest numerical Subclass designation and then, if necessary, the Class M
Percentage and/or the Class B Subclass Percentage of such Subclass of the Class
B Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Class M Principal Balance and/or the Class B
Subclass Principal Balance of such Class B Subclass to zero. The Class B
Subclass Prepayment Percentages and the Class B Subclass Percentages of the
remaining Class B Subclasses will be recomputed substituting for the
Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment Percentage
or Subordinated Percentage, as the case may be, and (B) the percentages
determined in accordance with the preceding sentence necessary to bring the
Class M Principal Balance and/or the Class B Subclass Principal 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 Subordinated
Prepayment Percentage for such Distribution Date minus the sum of the Class M
Prepayment Percentage and the Class B Subclass Prepayment Percentages of the
Class B Subclasses having lower numerical Subclass designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class M Percentage and the Class B Subclass Percentages of the Class
B Subclasses having lower numerical Subclass designations, if any, respectively.
Any entitlement of any Class B Subclass to principal payments solely pursuant to
this clause (ii) shall not cause such Subclass to be regarded as being eligible
to receive principal distributions for the purpose of applying the definition of
its Class B Subclass Percentage or Class B Subclass Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record on the preceding Record Date (other than as provided
in Section 9.01 respecting the final distribution to Certificateholders or in
the last Paragraph of this Section 4.01(e) respecting the final distribution in
respect of any Class or Subclass) either in immediately available funds by wire
transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.24, and has so notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution Date or, if such
Holder holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class A-R Certificate
or has not so notified the Paying Agent, by check mailed to such Holder at the
address of such Holder appearing in the Certificate Register, such Holder's
share (based on, with respect to each Class or Subclass, the aggregate of the
Percentage Interests represented by Certificates of the applicable Class or
Subclass of Certificates held by such Holder) of the Class A Subclass
Distribution Amount with respect to each Subclass of Class A Certificates, the
Class M Distribution Amount with respect to the Class M Certificates and the
Class B Subclass Distribution Amount with respect to each such Subclass of Class
B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Class A Subclass Principal Balance of any Subclass of Class A
Certificates (other than the Class A-R Certificate), the Class M Principal
Balance of the Class M Certificates or the Class B Subclass Principal Balance of
any Subclass of Class B Certificates would be reduced to zero, the Master
Servicer shall, as soon as practicable after the Determination Date relating to
such Distribution Date, send a notice to the Trustee. The Trustee will then send
a notice to each Certificateholder of such Class or Subclass with a copy to the
Certificate Registrar, specifying that the final distribution with respect to
such Class or Subclass will be made on such Distribution Date only upon the
presentation and surrender of such Certificateholder's Certificates at the
office or agency of the Trustee therein specified; provided, however, that the
failure to give such notice will not entitle a Certificateholder to any interest
beyond the interest payable with respect to such Distribution Date in accordance
with Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
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-5 Certificates until the Class B-5 Principal Balance
has been reduced to zero;
second, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
third, to the Class B-3 Certificates until the Class B-3 Principal Balance
has been reduced to zero;
fourth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
fifth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero;
sixth, to the Class M Certificates until the Class M Principal Balance has
been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and Class A-PO Certificates, pro rata, based on the Non-PO
Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction
of the applicable Class's or Subclass's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates), Class M Certificates and Class B
Certificates based on the Class A Non-PO Principal Balance, Class M Principal
Balance and the Class B Principal Balance, respectively. Any such loss allocated
to the Class A Certificates shall be allocated on the subsequent Determination
Date among the outstanding Subclasses of Class A Certificates (other than the
Class A-PO Certificates) in accordance with the Class A Subclass Loss
Percentages as of such Determination Date. Any such loss allocated to the Class
B Certificates shall be allocated pro rata among the outstanding Subclasses of
Class B Certificates based on their Class B Subclass Principal Balances.
(c) Any Realized Losses allocated to a Subclass of Class A Certificates or
Class B Certificates or to the Class M Certificates pursuant to Section 4.02(a)
or Section 4.02(b) shall be allocated among the Certificates of such Subclass or
Class based on their Percentage Interests.
(d) In the event that there is a recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Subclasses of Class A Certificates, the Class M Certificates or any
Subclasses of Class B Certificates, each outstanding Class or Subclass to which
such Realized Loss had previously been allocated shall be entitled to its share
(with respect to the Class A-PO Certificates, based on the PO Fraction of such
Mortgage Loan and, with respect to the Class A Certificates (other than the
Class A-PO Certificates), Class M Certificates and Class B Certificates, based
on their pro rata share of the Non-PO Fraction of such Mortgage Loan) of such
recovery up to the amount of such Realized Loss previously allocated to such
Class or Subclass on the Distribution Date in the month following the month in
which such recovery is received. When the Principal Balance of a Class or
Subclass of Certificates has been reduced to zero, such Class or Subclass shall
not be entitled to any share of such recovery. In the event that the amount of
such recovery exceeds the amount of such recovery allocated to each outstanding
Class or Subclass in accordance with the preceding provisions, each outstanding
Class or Subclass shall be entitled to its pro rata share (determined as
described above) of such excess up to the amount of any unrecovered Realized
Loss previously allocated to such Class or Subclass.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated among the Class A
Certificates, Class M Certificates and Class B Certificates, pro rata based on
the Class A Interest Accrual Amount, the Class M Interest Accrual Amount and the
Class B Interest Accrual Amount for the related Distribution Date, without
regard to any reduction pursuant to this sentence. Any such loss allocated to
the Class A Certificates shall be allocated among the outstanding Subclasses of
Class A Certificates (other than the Class A-PO Certificates) based on their
Class A Subclass Interest Percentages. Any such loss allocated to the Class B
Certificates will be allocated among the outstanding Subclasses of Class B
Certificates based on their Class B Subclass Interest Percentages. In addition,
after the Class M Principal Balance and the Class B Principal Balance have been
reduced to zero, the interest portion of Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be
allocated among the outstanding Subclasses of Class A Certificates (other than
the Class A-PO Certificates) based on their Class A Subclass Interest
Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trustee as initial Paying Agent
to make distributions to Certificateholders and to forward to Certificateholders
the periodic statements and the annual statements required by Section 4.04 as
agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee
all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the Certificate Account or,
to the extent required hereunder, from its own funds (i) at or before 10:00
a.m., New York time, on the Business Day preceding each Distribution Date, by
wire transfer of immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m.,
New York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, (a) an amount equal to the Pool
Distribution Amount, (b) Net Foreclosure Profits, if any, with respect to such
Distribution Date and (c) the amount of any recovery in respect of a Realized
Loss. The Master Servicer may cause the Paying Agent to invest the funds in the
Payment Account. Any such investment shall be in Eligible Investments, which
shall mature not later than the Business Day preceding the related Distribution
Date (unless the Eligible Investments are obligations of the Trustee, in which
case such Eligible Investments shall mature not later than the Distribution
Date), and shall not be sold or disposed of prior to maturity. All income and
gain realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Payment Account by the Master Servicer out of its own funds
immediately as realized. The Paying Agent may withdraw from the Payment Account
any amount deposited in the Payment Account that was not required to be
deposited therein and may clear and terminate the Payment Account pursuant to
Section 9.01.
Section 4.04. Statements to Certificateholders;
Report to the Trustee and the Seller.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class A
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each
Subclass of Class A Certificates allocable to interest, (b) the amount
of the Current Class A Interest Distribution Amount allocated to each
Class A Subclass, (c) any Class A Subclass Interest Shortfall Amounts
arising with respect to such Distribution Date and any remaining Class
A Subclass Unpaid Interest Shortfall with respect to each Subclass
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class A Subclass
for such Distribution Date and (e) the interest portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Subclass for such Distribution Date;
(iii) the amount of such distribution to Holders of the Class M
Certificates allocable to principal, identifying the aggregate amount
of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of the Class
M Certificates allocable to interest, (b) the amount of the Current
Class M Interest Distribution Amount, (c) any Class M Interest
Shortfall Amount arising with respect to such Distribution Date and
any remaining Class M Unpaid Interest Shortfall after giving effect to
such distribution, (d) the amount of any Non-Supported Interest
Shortfall allocated to the Class M Certificates for such Distribution
Date and (e) the interest portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Class M Certificates for such Distribution Date;
(v) the amount of such distribution to Holders of each Class B
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(vi) (a) the amount of such distribution to Holders of each Class
B Subclass allocable to interest, (b) the amount of the Current Class
B Interest Distribution Amount allocated to each Class B Subclass and
the Pass-Through Rate applicable to such Distribution Date, (c) any
Class B Subclass Interest Shortfall Amounts arising with respect to
such Distribution Date and any remaining Class B Subclass Unpaid
Interest Shortfall with respect to each Class B Subclass after giving
effect to such distribution, (d) the amount of any Non-Supported
Interest Shortfall allocated to each Class B Subclass for such
Distribution Date, and (e) the interest portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Class B Subclass for such Distribution Date;
(vii) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the Servicing Agreements or
this Agreement;
(viii) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(ix) the Class A Principal Balance, the Class A Subclass
Principal Balance of each Subclass of Class A Certificates, the Class
M Principal Balance, the Class B Principal Balance and the Class B
Subclass Principal Balance of each Subclass of Class B Certificates as
of the following Determination Date after giving effect to the
distributions of principal made, and the principal portion of Realized
Losses, if any, allocated with respect to such Distribution Date;
(x) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans
for such Distribution Date and the aggregate Scheduled Principal
Balance of the Discount Mortgage Loans for such Distribution Date;
(xi) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by the Other
Servicers as of such Distribution Date;
(xii) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiii) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xiv) the Class M Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xv) the Class M Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xvi) the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xvii) the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xviii) the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c) three months or
more;
(xix) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xx) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xxi) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close of
business on such Distribution Date;
(xxii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses
or Excess Bankruptcy Losses;
(xxiii) the aggregate amount of Bankruptcy Losses allocated to
each Subclass of Class B Certificates or, following the reduction of
the Class B Principal Balance to zero, solely to the Class M
Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary;
(xxiv) the amount by which the Class B Subclass Principal Balance
of each Subclass of Class B Certificates and the Class M Principal
Balance has been reduced as a result of Realized Losses allocated as
of such Distribution Date;
(xxv) the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined not to
foreclose because it believes the related Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous
substances;
(xxvi) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate
Available Master Servicer Compensation has been reduced by the
Prepayment Interest Shortfall for the related Distribution Date;
(xxvii) the Class A-PO Deferred Amount, if any; and
(xxiii) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare
their tax returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Subclass of Class A
Certificates pursuant to clauses (i) and (ii) above, with the Class M
Certificates pursuant to clauses (iii) and (iv) above and with respect to a
Class B Subclass pursuant to clauses (v) and (vi) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than a Class A-PO or Class A-R Certificate) with a $1,000 Denomination, as a
dollar amount per Class A-R Certificate with a $100 Denomination and as a dollar
amount per Class A-PO Certificate with a $1 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder, the information set forth in clauses (iii)
and (iv)(a) above in the case of a Class M Certificateholder and the information
contained in clauses (v) and (vi)(a) above in the case of a Class B
Certificateholder aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trustee,
any Paying Agent and the Seller (the information in such statement to be made
available to Certificateholders by the Master Servicer on written request)
setting forth the Class A Subclass Distribution Amount with respect to each
Class A Subclass, the Class M Distribution Amount and the Class B Subclass
Distribution Amount with respect to each Class B Subclass. The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
and the Paying Agent shall be protected in relying upon the same without any
independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class M or 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).
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M and Class B Certificates shall be issued only in
minimum denominations of a Single Certificate and, except for the Class A-R
Certificate, integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class or Subclass (other than the Class
A-R Certificate) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class or
Subclass to equal the aggregate Original Class A Subclass Principal Balance,
Original Class M Principal Balance or the aggregate Original Class B Subclass
Principal Balance of such Class or Subclass, as the case may be), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4,
A-5, A-6, A-7, A-8, A-9, A-10, A-PO, A-R, B-1, B-2, B-3, B-4, B-5, C and D
(reverse side of Certificates) hereto. On original issue the Certificates shall
be executed and delivered by the Trustee to or upon the order of the Seller upon
receipt by the Trustee or the Custodian of the documents specified in Section
2.01. The aggregate principal portion evidenced by the Class A, Class M and
Class B Certificates shall be the sum of the amounts specifically set forth in
the respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by any Responsible Officer thereof.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Trustee shall bind the Trustee
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trustee, or unless
there appears on such Certificate a certificate of authentication executed by
the Authenticating Agent by manual signature, and such countersignature or
certificate upon a Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Trustee or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar
and the Trustee may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates
and the taking of actions by the Holders of Book-Entry Certificates)
as the authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions
of this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law, the rules, regulations and procedures of the Clearing Agency
and agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the Certificates to the
Clearing Agency Participants, for distribution by such Clearing Agency
Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trustee at the Corporate Trust Office.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be maintained in accordance with the provisions of Section 5.06 a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall act as, or
shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class or Subclass.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class or Subclass upon surrender
of the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trustee or the Authenticating Agent in accordance
with their standard procedures.
(b) No transfer of a Class B-3, Class B-4 or Class B-5 Certificate shall be
made unless the registration requirements of the Securities Act of 1933, as
amended, and any applicable State securities laws are complied with, or such
transfer is exempt from the registration requirements under said Act and laws.
In the event that a transfer is to be made in reliance upon an exemption from
said Act or laws, (i) unless such transfer is made in reliance on Rule 144A, the
Trustee or the Seller may, if such transfer is to be made within three years
after the later of (i) the date of the initial sale of Certificates or (ii) the
last date on which the Seller or any affiliate thereof was a Holder of the
Certificates proposed to be transferred, require a Class B-3, Class B-4 or Class
B-5 Certificateholder to deliver a written Opinion of Counsel acceptable to and
in form and substance satisfactory to the Trustee and the Seller, to the effect
that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer, and (ii) the Trustee
shall require the transferee to execute an investment letter in the form of
Exhibit J hereto certifying to the Seller and the Trustee the facts surrounding
such transfer, which investment letter shall not be an expense of the Trustee,
the Seller or the Master Servicer. The Holder of a Class B-3, Class B-4 or Class
B-5 Certificate desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trustee is under an obligation to
register the Class B-3, Class B-4 or Class B-5 Certificates under said Act or
any other securities law.
(c) No transfer of a Class M or Class B Certificate shall be made unless
the Trustee shall have received (i) a representation letter from the transferee
in the form of Exhibit J hereto, in the case of a Class B-3, Class B-4 or Class
B-5 Certificate, or in the form of Exhibit K hereto, in the case of a Class M,
Class B-1 or Class B-2 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan subject to the fiduciary
responsibility provisions of ERISA or Code Section 4975, or a governmental plan
as defined in Section 3(32) of ERISA, or subject to any federal, state or local
law ("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trustee, the Seller or the Master Servicer
or (b) if such transferee is an insurance company, the source of funds used to
purchase the Class M or Class B Certificate is an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for the contract(s) held by or on behalf of such Plan
and all other Plans maintained by the same employer (or affiliate thereof as
defined in Section V(a)(1) of PTE 95-60) or by the same employee organization
exceeds 10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition or (ii) in the case of any such Class M or 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 Trustee and the Seller to the effect
that the purchase or holding of such Class M or Class B Certificate will not
result in the assets of the Trust Estate being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA, the Code or Similar
Law and will not subject the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Seller or the Master
Servicer. The Class M and Class B Certificates shall bear a legend referring to
the foregoing restrictions contained in this Paragraph.
(d) No legal or beneficial interest in all or any portion of the Class A-R
Certificate may be transferred directly or indirectly to a "disqualified
organization" within the meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or middleman), to a Plan
or a Person investing the assets of a Plan (such plan or Person, an "ERISA
Prohibited Holder") or to an individual, corporation, partnership or other
person unless such transferee (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds the Class A-R Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (iii) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class A-R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the
Class A-R Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trustee shall accept a surrender for
transfer or registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding Paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding Paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this Paragraph and the preceding Paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R Certificate has been transferred, directly or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Class A-R Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of such Class A-R
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to Class A-R Certificate, and (ii) the Master
Servicer agrees to furnish to the Internal Revenue Service and to any transferor
of the Class A-R Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class or Subclass. Upon
the issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and
Addresses.
(a) If the Trustee is not acting as Certificate Registrar, the Certificate
Registrar shall furnish or cause to be furnished to the Trustee, within 15 days
after receipt by the Certificate Registrar of a request by the Trustee in
writing, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Certificateholders of each Class or Subclass as of
the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in Paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar and the Trustee
that neither the Seller, the Master Servicer, the Certificate Registrar nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trustee in writing that the
Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Subclass of Book-Entry Certificates advise
the Trustee through the Clearing Agency and Clearing Agency Participants in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of the Beneficial Owners, the Trustee shall
notify the Beneficial Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the
Master Servicer.
Subject to the following Paragraph, the Seller and the Master Servicer each
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of
the partners, directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A, Class M and Class B
Certificates in the same manner as Realized Losses are allocated pursuant to
Section 4.02(a).
Section 6.04. Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is
satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to
the Paying Agent as required by Section 4.03 or (b) to distribute or
cause to be distributed to Certificateholders any payment required to
be made by the Master Servicer under the terms of this Agreement
which, in either case, continues unremedied for a period of three
business days after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Master Servicer by the Trustee or to the Master Servicer and the
Trustee by the holders of Certificates evidencing in the aggregate not
less than 25% of the aggregate Voting Interest represented by all
Certificates; or
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer in the Certificates
or in this Agreement which continues unremedied for a period of 60
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Master Servicer
by the Trustee, or to the Master Servicer and the Trustee by the
holders of Certificates evidencing in the aggregate not less than 25%
of the aggregate Voting Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged and unstayed
for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee
in any bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities, voluntary liquidation or similar proceedings of
or relating to the Master Servicer, or of or relating to all or
substantially all of its property; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of
all or substantially all of its assets; or consolidate with or merge
into another entity or shall permit another entity to consolidate or
merge into it, such that the resulting entity does not meet the
criteria for a successor servicer, as specified in Section 6.02
hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHMLC, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04. Action upon Certain Failures of the
Master Servicer and upon Event of Default.
In the event that the Trustee shall have knowledge of any failure of the
Master Servicer specified in Section 7.01(i) or (ii) which would become an Event
of Default upon the Master Servicer's failure to remedy the same after notice,
the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
Section 7.05. Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee receives the resignation of the Master Servicer evidenced by
an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the
successor in all respects to the Master Servicer in its capacity as master
servicer under this Agreement and the transactions set forth or provided for
herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register. The Trustee shall also, within 45 days
after the occurrence of any Event of Default known to the Trustee, give written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register, unless such Event of Default shall have been cured or
waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the 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 to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel, and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement; and
(iv) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys.
Section 8.03. Trustee not Required to Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
by the Master Servicer upon demand.
Section 8.04. Trustee not Liable for Certificates or Mortgage
Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
Section 8.05. Trustee May Own Certificates.
The Trustee and any agent thereof, in its individual or any other capacity,
may become the owner or pledgee of Certificates with the same rights it would
have if it were not Trustee or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to receive, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements.
The Trustee hereunder shall at all times (i) be a corporation or an
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating which could not cause
either of the Rating Agencies to reduce their respective then-current ratings of
the Certificates (or have provided such security from time to time as is
sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.08.
Section 8.08. Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice of resignation to the Master Servicer, such
resignation to be effective upon the appointment of a successor trustee. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.07 and shall fail to resign after written request
for its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such
successor, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which either the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the Trust Estate
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
Section 8.11. Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Wherever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's countersignature, such reference shall be deemed to
include authentication on behalf of the Trustee by the Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice thereof to the Authenticating Agent, the Seller
and the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.11, the Trustee
promptly shall appoint a successor Authenticating Agent, which shall be
acceptable to the Master Servicer, and shall give written notice of such
appointment to the Seller, and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon
the Trustee, in respect of the receipt, custody and payment of moneys
shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder) the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other
separate trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this
Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trustee may at any time on or after the Closing Date, with the consent
of the Master Servicer and the Seller, appoint one or more Custodians to hold
all or a portion of the Owner Mortgage Loan Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to this Article VIII, the Trustee
agrees to comply with the terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Owner Mortgage Loan File. Each Custodial
Agreement may be amended only as provided in Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee and the Master Servicer covenants and agrees that
it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as a REMIC;
or (ii) cause the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on either the REMIC or the Trust Estate.
The Master Servicer, or, in the case of the execution of any tax return or other
action required by law to be performed directly by the Trustee, the Trustee,
shall (i) prepare or cause to be prepared, timely cause to be signed by the
Trustee and file or cause to be filed annual federal and applicable state and
local income tax returns 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 the Trust Estate as a REMIC;
(iii) prepare, execute and forward, or cause to be prepared, executed and
forwarded, to the Certificateholders all information reports or tax returns
required with respect to the REMIC, as and when required to be provided to the
Certificateholders, and to the Internal Revenue Service and any other relevant
governmental taxing authority in accordance with the REMIC Provisions and any
other applicable federal, state or local laws, including without limitation
information reports relating to "original issue discount" and "market discount"
as defined in the Code based upon the issue prices, prepayment assumption and
cash flows provided by the Seller to the Trustee 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 the REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-PO and Class A-R Certificates, the Class M Certificates and the Class B-l,
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates; (viii) exercise
reasonable care not to allow the occurrence of any "prohibited transactions"
within the meaning of Code Section 860F(a), unless the Master Servicer shall
have provided an Opinion of Counsel to the Trustee that such occurrence would
not (a) result in a taxable gain, (b) otherwise subject either the Trust Estate
or the REMIC to tax or (c) cause the Trust Estate to fail to qualify as a REMIC;
(ix) exercise reasonable care not to allow the 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 REMIC
when and as the same shall be due and payable (but such obligation shall not
prevent the Master Servicer or any other appropriate Person from contesting any
such tax in appropriate proceedings and shall not prevent the Master Servicer
from withholding or depositing payment of such tax, if permitted by law, pending
the outcome of such proceedings); and (xi) if required or permitted by the Code
and applicable law, act as "tax matters person" for the REMIC within the meaning
of Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby
designated as agent of the Class A-R Certificateholder for such purpose (or if
the Master Servicer is not so permitted, the Holder of the Class A-R Certificate
shall be tax matters person in accordance with the REMIC Provisions). The Master
Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for any
taxes paid by it pursuant to clause (x) of the preceding sentence, except to the
extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee shall sign the Tax Returns referred to in
clause (i) of the second preceding sentence. In order to enable the Master
Servicer or the Trustee, as the case may be, to perform its duties as set forth
above, the Seller shall provide, or cause to be provided, to the Master Servicer
within ten days after the Closing Date all information or data that the Master
Servicer determines to be relevant for tax purposes to the valuations and
offering prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flows of each Class and Subclass
of Certificates and the Mortgage Loans in the aggregate. Thereafter, the Seller
shall provide to the Master Servicer or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer or the Trustee, as the case may be, may from time to time,
request in order to enable the Master Servicer to perform its duties as set
forth above. The Seller hereby indemnifies the Master Servicer or the Trustee,
as the case may be, for any losses, liabilities, damages, claims or expenses of
the Master Servicer or the Trustee arising from any errors or miscalculations by
the Master Servicer or the Trustee pursuant to this Section that result from any
failure of the Seller to provide, or to cause to be provided, accurate
information or data to the Master Servicer or the Trustee, as the case may be,
on a timely basis. The Master Servicer hereby indemnifies the Seller and the
Trustee for any losses, liabilities, damages, claims or expenses of the Seller
or the Trustee arising from the Master Servicer's willful misfeasance, bad faith
or gross negligence in preparing any of the federal, state and local tax returns
of the REMIC as described above. In the event that the Trustee prepares any of
the federal, state and local tax returns of the REMIC as described above, the
Trustee hereby indemnifies the Seller and the Master Servicer for any losses,
liabilities, damages, claims or expenses of the Seller or the Master Servicer
arising from the Trustee's willful misfeasance, bad faith or negligence in
connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each of the
Master Servicer and the Trustee shall pay from its own funds, without any right
of reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate (including, without limitation, any and all
federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to perform its obligations under this Section 8.14.
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities of
the Seller, the Master Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the obligation of the Master Servicer to send
certain notices as hereinafter set forth and the tax reporting obligations under
Sections 4.05 and 8.14 hereof) shall terminate upon the last action required to
be taken by the Trustee on the Final Distribution Date pursuant to this Article
IX following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third Paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding Paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.23. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Subclasses of Class A Certificates, the respective Class A Subclass
Principal Balance together with any related Class A Subclass Unpaid Interest
Shortfall and one month's interest in an amount equal to the respective Class A
Subclass Interest Accrual Amount, (ii) as to the Class M Certificates, the Class
M Principal Balance together with any related Class M Unpaid Interest Shortfall
and one month's interest at the Class M Pass-Through Rate on the Class M
Principal Balance, (iii) as to the Subclasses of Class B Certificates, the
respective Class B Subclass Principal Balance together with any related Class B
Subclass Unpaid Interest Shortfall and one month's interest in an amount equal
to the respective Class B Subclass Interest Accrual Amount and (iv) as to the
Class A-R Certificate, the amount, if any, which remains on deposit in the
Certificate Account (other than amounts retained to meet claims), after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first Paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this Paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trustee shall on such date cause all funds, if
any, in the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject either the Trust Estate or the REMIC to federal tax or cause the Trust
Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section
9.01 shall provide that such notice constitutes the adoption of a plan
of complete liquidation of the REMIC as of the date of such notice (or,
if earlier, the date on which the first such notice is mailed to
Certificateholders). The Master Servicer shall also specify such date
in a statement attached to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the Final Distribution Date,
the Trustee shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and
shall distribute such cash within 90 days of such adoption in the
manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Seller, the Master Servicer and the Trustee, without the consent of
any of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, (iii) to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as a REMIC at all times that any Certificates
are outstanding or to avoid or minimize the risk of the imposition of any
federal tax on the Trust Estate or the REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee has received an
Opinion of Counsel to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action shall not, as evidenced by such Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the
Certificate Account provided that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Certificates as evidenced by a letter from each
Rating Agency to such effect, (v) to modify, eliminate or add to the provisions
of Section 5.02 or any other provisions hereof restricting transfer of the
Certificates, provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such modifications to this Agreement
will neither adversely affect the rating on the Certificates nor give rise to a
risk that either the Trust Estate or the REMIC or any of the Certificateholders
will be subject to a tax caused by a transfer to a non-permitted transferee and
(vi) to make any other provisions with respect to matters or questions arising
under this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the
aggregate Voting Interests of each Class or Subclass of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class or Subclass; provided, however, that no such amendment shall (i) reduce in
any manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interest of the Holders of Certificates of any Class or Subclass in
a manner other than as described in clause (i) hereof without the consent of
Holders of Certificates of such Class or Subclass evidencing, as to such Class
or Subclass, Voting Interests aggregating not less than 66-2/3% or (iii) reduce
the aforesaid percentage of Certificates of any Class or Subclass the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class or Subclass then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless each shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject either the Trust Estate or the REMIC to tax or cause the Trust Estate to
fail to qualify as a REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder or the Trustee; provided, however, (i) that such amendment
does not conflict with any provisions of the related Servicing Agreement, (ii)
that the related Servicing Agreement provides for the remittance of each type of
Unscheduled Principal Receipts received by such Servicer during the Applicable
Unscheduled Principal Receipt Period (as so amended) related to each
Distribution Date to the Master Servicer no later than the 24th day of the month
in which such Distribution Date occurs and (iii) that such amendment is for the
purpose of:
(a) changing the Applicable Unscheduled Principal Receipt
Period for Exhibit F-1 Mortgage Loans to a Mid-Month
Receipt Period with respect to all Unscheduled
Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt
Period for all Mortgage Loans serviced by any Servicer
to a Mid-Month Receipt Period with respect to Full
Unscheduled Principal Receipts and to a Prior Month
Receipt Period with respect to Partial Unscheduled
Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trustee.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee, but only upon
direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
not less than 25% of the Voting Interest represented by all Certificates shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer, to Norwest Bank
Minnesota, National Association, 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 and (iii) in the
case of the Trustee, to the Corporate Trust Office. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, provided, however, that any demand, notice
or communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, such Servicer or a Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies.
(a) The Trustee shall give prompt notice to each Rating Agency of the
occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant
to Section 10.01(a);
(ii) any sale or transfer of the Class B
Certificates pursuant to Section 5.02 to an affiliate of the
Seller;
(iii) any assignment by the Master Servicer of
its rights and delegation of its duties pursuant to Section
6.06;
(iv) any resignation of the Master Servicer
pursuant to Section 6.04;
(v) the occurrence of any of the Events of
Default described in Section 7.01;
(vi) any notice of termination given to the
Master Servicer pursuant to Section 7.01;
(vii) the appointment of any successor to the
Master Servicer pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to
Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency of
the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to
Section 2.02;
(ii) the resignation or removal of the Trustee
pursuant to Section 8.08;
(iii) the appointment of a successor trustee
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master
Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05;
and
(ii) statements prepared pursuant to Section
4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 7.00% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is August 1, 1996.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $307,270,228.94.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 96.44834205%.
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 $ 41,190,000.00
Class A-2 $ 65,852,000.00
Class A-3 $ 36,000,000.00
Class A-4 $ 5,000,000.00
Class A-5 $ 6,929,000.00
Class A-6 $ 23,000,000.00
Class A-7 $ 7,904,000.00
Class A-8 $ 28,167,000.00
Class A-9 $ 58,048,000.00
Class A-10 $ 19,974,000.00
Class A-PO $ 4,451,026.68
Class A-R $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $292,064,100.00.
Section 11.07. Original Subordinated Percentage.
The Original Subordinated Percentage is 3.55165795%.
Section 11.08. Original Class M Percentage.
The Original Class M Percentage is 1.26841362%.
Section 11.09. Original Class M Principal Balance.
The Original Class M Principal Balance is $3,841,000.
Section 11.10. Original Class M Fractional Interest.
The Original Class M Fractional Interest is 2.28324432%.
Section 11.11. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.01479694%.
Section 11.12. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.45637793%.
Section 11.13. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.30447211%.
Section 11.14. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.20309148%.
Section 11.15. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.30450587%.
Section 11.16. Original Class B Principal Balance.
The Original Class B Principal Balance is $6,914,102.26.
Section 11.17. Original Class B Subclass Principal Balances.
As to any Class B Certificate, the Class B Subclass Principal Balance of
such Subclass as of the Cut-Off Date, is as follows:
Original Class B
Class B Subclass Subclass Principal Balance
---------------- --------------------------
Class B-1 $ 3,073,000.00
Class B-2 $ 1,382,000.00
Class B-3 $ 922,000.00
Class B-4 $ 615,000.00
Class B-5 $ 922,102.26
Section 11.18. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.26844738%.
Section 11.19. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 0.81206945%.
Section 11.20. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.50759735%.
Section 11.21. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.30450587%.
Section 11.22. Closing Date.
The Closing Date is August 27, 1996.
Section 11.23. Right to Purchase.
The right of the Seller to purchase all of the Mortgage Loans pursuant to
Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal
Balance of the Mortgage Loans being less than $30,727,022.89 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.24. Wire Transfer Eligibility.
With respect to the Certificates (other than the Class A-PO, Class A-R,
Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates),
the minimum Denomination eligible for wire transfer on each Distribution Date is
$5,000,000. The Class A-PO, Class A-R, Class M Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates are not eligible for wire transfer.
Section 11.25. Single Certificate.
A Single Certificate for each Subclass of Class A Certificates (other than
Class A-R Certificate),the Class M Certificates and the Class B-1 and Class B-2
Certificates represents a $100,000 Denomination. A Single Certificate for the
Class B-3, Class B-4 and Class B-5 Certificates represents a $250,000
Denomination. A Single Certificate for the Class A-R Certificate represents a
$100 Denomination.
Section 11.26. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to 0.250% per annum.
Section 11.27. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.02% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
NORWEST ASSET SECURITIES
CORPORATION
as Seller
By:___________________________________________
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:__________________________________________
Name:
Title:
FIRST BANK NATIONAL ASSOCATION
as Trustee
By:___________________________________________
Name:
Title:
Attest:
By:______________________________
Name:____________________________
Title:___________________________
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 27th day of August, 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]
STATE OF )
ss.:
COUNTY OF )
On this 27th day of August, 1996, 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 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]
STATE OF MINNESOTA )
ss.:
COUNTY OF )
On this 27th day of August, 1996, before me, a notary public in and for the
State of Minnesota, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that she resides at
_________________, Minnesota; that she is a ____________________ 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]
STATE OF MINNESOTA )
ss.:
COUNTY OF )
On this 27th day of August, 1996, before me, a notary public in and for the
State of Minnesota, personally appeared _____________________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________, Minnesota; that he is a _____________________ 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 corporation.
___________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1996, and based on its issue price
of 99.28681%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
0.75208333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.28%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.01776651%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1996, and based on its issue price
of 98.73994%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
1.29895333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.35%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.02022215%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1996, and based on its issue price
of 98.09931%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
1.93958333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.32%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.01424262%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 7.00% 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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1996, and based on its issue price
of 98.83369%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
1.20520333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.36%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.02129553%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1996, and based on its issue price
of 95.16181%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
4.87708333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.66%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.02223203%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1996, and based on its issue price
of 98.03681%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
2.00208333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.35%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.01605452%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-PO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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-PO
Distribution Amount required to be distributed to Holders of Class A-PO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class A-PO Certificates will not be entitled
to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1996, at an issue price of
66.50000%, 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 180% SPA (as
defined in the Prospectus Supplement dated August 19, 1996 with respect to the
offering of the Class A, Class M, Class B-1 and Class B-2 Certificates) used to
price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 33.50000000%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 8.18%; and (iii) the amount of OID allocable to the short first
accrual period (August 27, 1996 to September 25, 1996) as a percentage of the
initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.42290489%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN 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 ACTING ON BEHALF OF OR 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 1996-2, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
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, other
than the Fixed Retained Yield, if any, with respect thereto, 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 August 27, 1996 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), and First Bank National Association, 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 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS M
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN 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 ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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 Class M Certificates as specified in the
Agreement, any Class B-1 Distribution Amount required to be distributed to
Holders of Class B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-1 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee (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 Trustee 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 August 27, 1996, and based on its issue price
of 95.66181%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
4.37708333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.78%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.03456700%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M AND
CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN 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 ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2, CLASS B-2
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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, Class M Certificates and each Subclass of
Class B Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee (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 Trustee 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 August 27, 1996, and based on its issue price
of 93.86494%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
6.17395333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 8.12%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.04827205%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M,
CLASS B-1 AND 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 ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2, CLASS B-3
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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, Class M Certificates and each Subclass of
Class B Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-3 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee 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 August 27, 1996, and based on its issue price
of 86.14618%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
13.89270833%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 9.68%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.10407820%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M,
CLASS B-1, CLASS B-2 AND 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 ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2, CLASS B-4
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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, Class M Certificates and each Subclass of
Class B Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee 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 August 27, 1996, and based on its issue price
of 72.22431%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
27.81458333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 13.10%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.19102591%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M,
CLASS B-1, CLASS B-2, CLASS B-3 AND 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 ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans,
which may include loans secured by shares
issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, 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, Class M Certificates and each Subclass of
Class B Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
7.00% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee 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 August 27, 1996, and based on its issue price
of 35.00556%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
65.03333333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 31.55%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.31375338%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By
------------------------------
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By
------------------
Authorized Officer
<PAGE>
EXHIBIT C
[FORM OF FACE OF CLASS M CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN 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 ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-2, CLASS M
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1996
CUSIP No.: First Distribution Date: September 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 M Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of August 27, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), and First Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class M
Distribution Amount required to be distributed to Holders of Class M
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class M
Certificates applicable to each Distribution Date will be 7.00% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class M
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class M Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee 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 August 27, 1996, and based on its issue price
of 96.72431%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
180% SPA (as defined in the Prospectus Supplement dated August 19, 1996 with
respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
3.31458333%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.59%; and (iii) the amount of OID allocable to the
short first accrual period (August 27, 1996 to September 25, 1996) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.02634049%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: August 27, 1996
First Bank National Association,
Trustee
By
------------------------------
Authorized Officer
Countersigned:
First Bank National Association,
Trustee
By
-----------------------------
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1996-2 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-2
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes and Subclasses designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trustee, such advances
are reimbursable to such Servicer, the Master Servicer or the Trustee to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan
or from other cash that would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trustee, as applicable, of advances made by such Servicer, the Master Servicer
or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class or Subclass of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trustee, duly endorsed by, or accompanied by
an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar, duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized Denominations evidencing
the same Class and Subclass and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and Subclass and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate Registrar,
and any agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar, may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Seller, the Master Servicer,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created thereby shall terminate upon the last action required
to be taken by the Trustee on the Final Distribution Date pursuant to the
Agreement following the earlier of (i) the payment or other liquidation (or
advance with respect thereto) of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like Denomination or Percentage Interest and Class or Subclass, to the
above named assignee and deliver such Certificate to the following address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Social Security or other Identifying Number of Assignee:
- --------------------------------------------------------------------------------
Dated:
-----------------------------------
Signature by or on behalf of assignor
-----------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________________________ account
number _____________, or, if mailed by check, to ____________________________.
Applicable statements should be mailed to ______________________________________
_________________________________________________.
This information is provided by ______________________, the assignee named
above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
-------------------
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of _____________, by and among FIRST BANK NATIONAL
ASSOCIATION, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST
ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Seller"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer and the Trustee have entered into
a Pooling and Servicing Agreement dated as of August 27, 1996 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1996-2 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Seller under the Pooling and Servicing Agreement, all upon the
terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trustee, the Seller, the Master
Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments and
other documents relating to the Mortgage Loans identified on the schedule
attached hereto and declares that it holds and will hold such Mortgage Notes,
Mortgages, assignments and other documents and any similar documents received by
the Trustee subsequent to the date hereof (the "Custodial Files") as agent for
the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Seller for the purpose of recording it in the appropriate public office
for real property records, and the Seller, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in 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 Trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Custodian
File which are delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the
Custodian to the Seller or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST 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
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
<TABLE>
<CAPTION>
NASCOR
NMI / 1996-2 Exhibit F-1
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(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
- -------- ----------------- -------- -------- -------- ------ -------- ---------- -------- -----------
4520070 CHANHASSEN MN 55317 SFD 7.500 7.000 $2,558.56 180 1-Feb-11
4520071 TULSA OK 74136 SFD 7.250 6.980 $3,359.34 180 1-Feb-11
4520074 AUSTIN TX 78734 SFD 7.375 7.000 $2,459.88 180 1-Feb-11
4520078 GLENDALE AZ 85308 SFD 7.625 7.000 $2,185.86 180 1-Jan-11
4520079 WINTER PARK FL 32789 SFD 7.125 6.855 $2,246.47 180 1-Feb-11
4520080 NORTH LIBERTY IA 52317 SFD 7.375 7.000 $4,093.66 180 1-Feb-11
4520081 MOSINEE WI 54455 SFD 7.000 6.730 $2,202.13 180 1-Feb-11
4520082 DEEPHAVEN MN 55391 SFD 7.750 7.000 $7,059.57 180 1-Feb-11
4520083 ENCINITAS CA 92007 LCO 7.000 6.730 $2,170.68 180 1-Feb-11
4520086 DANVILLE CA 94526 SFD 6.625 6.355 $2,641.01 180 1-Feb-11
4520087 CORTEZ CO 81321 SFD 6.250 5.980 $1,929.21 180 1-Mar-11
4520088 MINNETRISTA MN 55364 SFD 7.375 7.000 $2,713.78 180 1-Jan-11
4520089 LEO IN 46765 SFD 7.000 6.730 $2,579.64 180 1-Feb-11
4520091 GAITHERSBURG MD 20879 SFD 7.000 6.730 $2,293.36 180 1-Dec-10
4520095 DULUTH GA 30136 SFD 7.375 7.000 $3,238.13 180 1-Feb-11
4520096 METAIRIE LA 70002 SFD 7.125 6.855 $3,122.40 180 1-Feb-11
4520098 MANALAPAN TWP NJ 07726 SFD 8.250 7.000 $2,716.39 180 1-Jan-11
4520099 GROVE CITY OH 43123 SFD 7.125 6.855 $2,173.99 180 1-Jan-11
4520102 ANCHORAGE AK 99516 SFD 7.625 7.000 $4,558.55 180 1-Feb-11
4520104 ROCHESTER MN 55901 SFD 7.125 6.855 $3,224.76 180 1-Feb-11
4520106 ATLANTA GA 30350 SFD 7.000 6.730 $3,056.02 180 1-Feb-11
4520107 ALBUQUERQUE NM 87106 SFD 7.000 6.730 $2,984.12 180 1-Feb-11
4520108 CENTREVILLE VA 22020 SFD 7.375 7.000 $2,189.42 180 1-Mar-11
4520109 NORTH LITTLE ROCK AR 72116 SFD 7.000 6.730 $2,049.33 180 1-Feb-11
4520113 LEXINGTON MA 02173 SFD 6.625 6.355 $3,081.76 180 1-Feb-11
4520117 COPPELL TX 75019 SFD 7.500 7.000 $2,944.19 180 1-Dec-10
4520118 CHAPEL HILL NC 27514 SFD 7.000 6.730 $3,460.49 180 1-Jan-11
4520120 FORT WORTH TX 76109 SFD 7.375 7.000 $2,380.30 180 1-Feb-11
4520121 ALPHARETTA GA 30202 SFD 7.500 7.000 $2,309.19 180 1-Dec-10
4520137 CHARLESTOWN MA 02129 LCO 7.000 6.730 $2,561.67 180 1-Feb-11
4520150 SAN FRANCISCO CA 94123 SFD 7.750 7.000 $9,412.76 180 1-Feb-11
4520253 BLAINE MN 55449 SFD 7.125 6.855 $3,995.63 180 1-Feb-11
4520256 COLORADO SPRINGS CO 80906 SFD 6.875 6.605 $2,182.82 180 1-Mar-11
4520262 OOLOGAH OK 74053 SFD 6.625 6.355 $1,896.47 180 1-Dec-10
4520284 HERNDON VA 22071 SFD 7.000 6.730 $3,621.83 180 1-Nov-10
4520295 SANTA CRUZ CA 95060 SFD 7.125 6.855 $3,487.46 180 1-Feb-11
4520297 BOCA RATON FL 33498 SFD 7.375 7.000 $3,364.44 120 1-Feb-06
4520305 FRESNO CA 93711 SFD 7.500 7.000 $3,244.55 180 1-Feb-11
4520312 FREDON NJ 07860 SFD 7.125 6.855 $2,037.22 180 1-Feb-11
4520321 MIDLOTHIAN VA 23113 SFD 7.250 6.980 $3,195.03 180 1-Feb-11
4520323 HIGHLAND PARK TX 75205 SFD 7.250 6.980 $2,619.92 180 1-Mar-11
4520347 CLIVE IA 50325 SFD 7.375 7.000 $2,538.99 180 1-Feb-11
4520359 ISSAQUAH WA 98029 SFD 6.875 6.605 $2,862.85 180 1-Mar-11
6990002 PANORA IA 50216 PUD 6.875 6.605 $2,176.13 180 1-Apr-11
6990003 ANKENY IA 50021 SFD 6.875 6.605 $2,091.40 180 1-Apr-11
6990007 BELMONT MA 02178 SFD 6.500 6.230 $2,787.55 180 1-Mar-11
6990009 MINNEAPOLIS MN 55303 SFD 7.375 7.000 $4,231.65 180 1-May-11
6990014 BROOKFIELD WI 53045 SFD 8.375 7.000 $2,727.02 180 1-May-11
6990016 LAS VEGAS NV 89118 SFD 7.750 7.000 $2,108.46 180 1-Apr-11
6990023 NEWPORT COAST AREA CA 92657 LCO 8.750 7.000 $1,499.17 180 1-Sep-09
6990028 VADNAIS HEIGHTS MN 55127 SFD 7.125 6.855 $4,076.24 180 1-Apr-11
6990031 BRANDON MS 39042 SFD 8.000 7.000 $2,107.21 180 1-Jan-11
6990032 SUGAR LAND TX 77479 SFD 7.875 7.000 $2,276.28 180 1-May-11
6990033 EAST HAMPTON NY 11937 SFD 7.250 6.980 $2,252.95 180 1-Feb-11
6990035 STATEN ISLAND NY 10312 SFD 7.500 7.000 $2,224.83 180 1-Mar-11
6990036 BELLE MEAD NJ 08853 SFD 7.625 7.000 $3,512.33 180 1-May-11
6990037 KANSAS CITY MO 64145 SFD 7.625 7.000 $3,099.45 180 1-Feb-11
6990040 LOOKOUT MOUNTAIN GA 30750 SFD 7.375 7.000 $2,621.78 180 1-Feb-11
6990041 CHICAGO IL 60610 LCO 7.375 7.000 $2,345.80 180 1-Apr-11
6990043 SCOTTSDALE AZ 85255 SFD 7.625 7.000 $2,690.29 180 1-Feb-11
6990045 WINNETKA IL 60093 SFD 7.375 7.000 $6,899.42 180 1-Apr-11
6990049 DUXBURY MA 02332 SFD 6.875 6.605 $2,711.24 180 1-Apr-11
6990050 SCOTTSDALE AZ 85260 SFD 7.500 7.000 $2,150.67 180 1-Apr-11
6990051 HO-HO-KUS NJ 07423 SFD 7.875 7.000 $2,228.86 180 1-Apr-11
6990052 MINNEAPOLIS MN 55405 SFD 7.875 7.000 $3,414.42 180 1-Mar-11
6990056 PLEASANTON CA 94566 PUD 7.375 7.000 $2,228.97 180 1-Apr-11
6990059 BENTONVILLE AR 72712 SFD 7.250 6.980 $2,329.63 180 1-Mar-11
6990061 FULSHEAR TX 77441 SFD 7.125 6.855 $1,992.83 180 1-May-11
6990067 PASADENA MD 21122 SFD 6.875 6.605 $3,724.39 180 1-Apr-11
6990068 PASADENA MD 21122 SFD 6.875 6.605 $8,115.88 180 1-Apr-11
6990074 RIVER FOREST IL 60305 SFD 7.375 7.000 $4,268.45 180 1-May-11
6990076 HAYS KS 67601 SFD 7.125 6.855 $3,270.05 180 1-Apr-11
6990079 TALLAHASSEE FL 32312 SFD 7.250 6.980 $2,908.39 180 1-Mar-11
6990081 CARMEL IN 46032 SFD 7.500 7.000 $6,025.58 180 1-Apr-11
6990083 ARLINGTON VA 22207 SFD 6.750 6.480 $2,222.90 180 1-Apr-11
6990084 BIRMINGHAM AL 35223 SFD 7.000 6.730 $2,993.10 180 1-Apr-11
6990089 SPRING TX 77379 PUD 7.250 6.980 $2,574.27 180 1-Apr-11
6990090 DOVER NH 03820 SFD 7.500 7.000 $2,271.19 180 1-May-11
6990093 SCOTTSDALE AZ 85255 SFD 6.875 6.605 $2,746.92 180 1-Mar-11
6990099 GULFPORT MS 39503 SFD 7.250 6.980 $2,234.69 180 1-Mar-11
6990103 LINWOOD NJ 08221 SFD 6.875 6.605 $2,247.47 180 1-May-11
6990105 BOULDER CO 80301 SFD 7.750 7.000 $2,447.32 180 1-Mar-11
6990112 MT LAUREL NJ 08054 SFD 7.875 7.000 $2,927.39 180 1-Apr-11
6990114 RANDOLPH TOWNSHIP NJ 07869 SFD 7.375 7.000 $2,980.56 180 1-May-11
6990119 VOORHEES NJ 08043 SFD 8.125 7.000 $2,079.83 180 1-Apr-11
6990125 BROOKVILLE NY 11545 SFD 7.250 6.980 $3,240.66 180 1-Apr-11
6990126 LOS ALTOS CA 94022 SFD 8.000 7.000 $9,556.52 180 1-Apr-11
6990131 YORKTOWN VA 23693 SFD 7.375 7.000 $2,023.83 180 1-May-11
6990132 YORKTOWN VA 23693 SFD 7.500 7.000 $2,271.18 180 1-May-11
6990143 PALOS VERDES ESTA CA 90274 SFD 8.625 7.000 $6,448.53 180 1-May-11
6990145 SWAMPSCOTT MA 01907 SFD 8.375 7.000 $3,010.48 180 1-May-11
6990151 YORBA LINDA CA 92686 SFD 7.750 7.000 $2,729.70 180 1-Mar-11
6990153 AURORA IL 60504 SFD 8.000 7.000 $3,217.68 180 1-May-11
6990160 GRANT TOWNSHIP MN 55082 SFD 7.875 7.000 $3,236.59 180 1-Apr-11
6990163 SHINGLE SPRINGS CA 95682 SFD 8.500 7.000 $2,796.66 180 1-May-11
6990179 TULSA OK 74105 SFD 7.625 7.000 $2,690.29 180 1-Jun-11
6990183 DALLAS TX 75240 SFD 8.000 7.000 $2,714.06 180 1-May-11
6990186 PLAINFIELD IN 46168 SFD 8.250 7.000 $3,046.24 180 1-May-11
6990189 VISALIA CA 93291 SFD 8.250 7.000 $2,425.35 180 1-May-11
6990206 FORT WORTH TX 76132 PUD 7.875 7.000 $2,987.62 180 1-May-11
6990210 TRACY CA 95376 SFD 8.875 7.000 $2,235.19 180 1-May-11
6990248 GLENBROOK NV 89413 SFD 7.250 6.980 $4,016.60 180 1-Apr-11
6990252 FOREST LAKE MN 55025 SFD 6.750 6.480 $2,061.84 180 1-Apr-11
6990253 MINNETONKA MN 55305 SFD 7.625 7.000 $6,071.85 180 1-Apr-11
6990258 CABIN JOHN MD 20818 SFD 8.125 7.000 $5,055.14 180 1-May-11
6990261 LAKE MARY FL 32746 PUD 6.750 6.480 $2,433.51 180 1-Apr-11
6990265 MARLBOROUGH MA 01752 SFD 7.000 6.730 $2,471.78 180 1-May-11
6990267 HAIKU HI 96708 SFD 7.500 7.000 $2,692.98 180 1-May-11
6990269 MARLBORO MA 01752 SFD 7.500 7.000 $1,997.72 180 1-Apr-11
6990270 CORAL SPRINGS FL 33076 PUD 8.000 7.000 $2,279.24 180 1-Apr-11
6990271 CORAL SPRINGS FL 33071 PUD 7.875 7.000 $2,477.83 180 1-Apr-11
6990272 ENGLEWOOD NJ 07631 SFD 6.875 6.605 $2,452.60 180 1-Apr-11
6990274 PRINCETON NJ 08540 SFD 6.750 6.480 $3,982.10 180 1-Apr-11
6990278 ESCONDIDO CA 92026 SFD 7.875 7.000 $3,300.61 180 1-May-11
6990279 REHOBOTH BEACH DE 19971 SFD 7.625 7.000 $4,413.77 180 1-May-11
6990284 PITTSFIELD MA 01201 SFD 6.750 6.480 $2,991.00 180 1-Apr-11
6990285 LIVERMORE CA 94550 SFD 8.125 7.000 $2,972.62 180 1-May-11
6990287 ARCADIA CA 91006 SFD 7.875 7.000 $3,072.98 180 1-Nov-10
6990290 LONG BEACH CA 90803 SFD 7.500 7.000 $4,635.06 180 1-Apr-11
6990291 WEST HOLLYWOOD CA 90048 SFD 7.375 7.000 $2,607.98 180 1-Apr-11
6990293 NORTHRIDGE AREA CA 91326 SFD 7.875 7.000 $2,559.87 180 1-Apr-11
6990304 DOVER OH 44622 SFD 7.625 7.000 $2,174.19 180 1-Jun-11
6990305 DEALE MD 20757 SFD 7.625 7.000 $2,382.04 180 1-Apr-11
6990307 FLAGSTAFF AZ 86004 SFD 6.875 6.605 $2,104.78 180 1-Apr-11
6990312 FORT COLLINS CO 80525 SFD 7.000 6.730 $3,714.86 180 1-May-11
6990317 LIVE OAK CA 95953 SFD 7.500 7.000 $2,781.04 180 1-Apr-11
6990318 YUBA CITY CA 95993 SFD 7.625 7.000 $2,951.86 180 1-May-11
6990320 NORTH OAKS MN 55127 SFD 6.750 6.480 $2,929.06 180 1-Apr-11
6990321 GERMANTOWN TN 38138 SFD 7.000 6.730 $2,247.08 180 1-May-11
6990326 BEVERLY HILLS MI 48025 SFD 8.125 7.000 $2,407.21 180 1-May-11
6990328 BAYSIDE NY 11360 SFD 7.750 7.000 $2,080.22 180 1-Apr-11
6990333 BRECKENRIDGE CO 80424 LCO 8.000 7.000 $2,445.71 180 1-May-11
6990338 NORWALK CT 06854 SFD 7.875 7.000 $1,108.74 180 1-May-11
6990339 PARKLAND FL 33067 SFD 7.375 7.000 $2,396.40 180 1-Apr-11
6990340 CRESTED BUTTE CO 81224 SFD 8.125 7.000 $3,581.92 180 1-May-11
6990342 BLUFFDALE UT 84065 SFD 8.250 7.000 $1,484.31 180 1-Apr-11
6990367 UNINCORPORATED AR CA 92324 SFD 8.625 7.000 $3,015.92 180 1-May-11
6990368 ARCADIA CA 91007 SFD 8.125 7.000 $2,888.65 180 1-May-11
6990372 RANCHO SANTA FE CA 92067 SFD 7.500 7.000 $4,635.06 180 1-Apr-11
6990373 RANCHO SANTA FE CA 92067 PUD 7.375 7.000 $9,199.23 180 1-Apr-11
6990374 HONOLULU HI 96821 PUD 8.500 7.000 $6,400.81 180 1-May-11
6990386 VANCOUVER WA 98684 SFD 7.750 7.000 $724.78 180 1-May-11
6990397 OAKLAND CA 94610 SFD 6.875 6.605 $2,497.20 180 1-Apr-11
6990401 ORANGEVALE CA 95662 SFD 7.125 6.855 $3,713.91 180 1-Apr-11
6990404 LOS ANGELES CA 90272 SFD 7.875 7.000 $5,216.48 180 1-Apr-11
6990406 BURLINGAME CA 94010 SFD 8.000 7.000 $4,278.94 180 1-May-11
6990419 ARCADIA CA 91006 SFD 8.125 7.000 $2,534.31 180 1-May-11
6990429 LA VERNE CA 91750 SFD 7.500 7.000 $3,596.81 180 1-May-11
6990437 HILLSBOROUGH NJ 08502 SFD 7.875 7.000 $1,517.52 180 1-Feb-11
6990438 LAKE LURE NC 28746 SFD 7.375 7.000 $758.02 180 1-Mar-11
6990439 PORT READING NJ 07064 SFD 7.625 7.000 $495.09 180 1-Mar-11
6990440 VOORHEES NJ 08043 SFD 6.500 6.230 $1,289.24 180 1-Mar-11
6990441 JERSEY CITY NJ 07305 SFD 7.750 7.000 $2,702.40 180 1-Apr-11
6990443 ATLANTA GA 30328 PUD 7.500 7.000 $6,016.31 180 1-Mar-11
6990448 SAN CLEMENTE CA 92672 PUD 6.500 6.230 $2,159.48 180 1-Mar-11
6990449 FULLERTON CA 92631 PUD 7.250 6.980 $2,282.16 180 1-Mar-11
6990452 CARLSBAD CA 92009 PUD 7.875 7.000 $2,620.57 180 1-Apr-11
6990466 FARGO ND 58102 SFD 8.000 7.000 $3,046.15 180 1-May-11
6990470 SPRINGFIELD OR 97478 SFD 7.500 7.000 $3,244.55 180 1-Apr-11
6990479 STEAMBOAT SPRINGS CO 80477 SFD 8.250 7.000 $2,667.89 180 1-May-11
6990480 COLORADO SPRINGS CO 80906 SFD 7.000 6.730 $2,171.57 180 1-Mar-11
6990483 ELKTON MD 21921 PUD 6.750 6.480 $2,433.51 180 1-Mar-11
6990485 SOUTH LAKE TX 76092 SFD 7.250 6.980 $2,464.73 180 1-May-11
6990487 BRENTWOOD TN 37027 PUD 6.250 5.980 $2,512.25 180 1-Apr-11
6990494 DAKOTA DUNES SD 57049 PUD 7.625 7.000 $2,361.49 180 1-May-11
6990503 VERONA NJ 07044 SFD 6.250 5.980 $1,800.59 180 1-Mar-11
6990506 LITTLETON CO 80122 SFD 7.250 6.980 $2,351.99 180 1-Mar-11
6990508 UNIVERSITY PARK TX 75205 SFD 6.750 6.480 $2,946.31 180 1-Mar-11
6990523 RYE NH 03870 SFD 7.500 7.000 $2,456.59 180 1-May-11
6990533 CORONADO CA 92118 PUD 7.625 7.000 $3,176.05 180 1-Apr-11
6990544 MASSAPEQUA NY 11758 SFD 7.625 7.000 $2,036.40 180 1-Apr-11
6990546 MINNETRISTA MN 55331 SFD 7.875 7.000 $2,086.59 180 1-Jun-11
6990548 STAR ID 83669 SFD 8.250 7.000 $3,026.84 180 1-Jun-11
6990571 ALBUQUERQUE NM 87120 SFD 8.500 7.000 $2,717.89 180 1-Jun-11
6990592 INVER GROVE HEIGH MN 55075 SFD 7.750 7.000 $2,037.87 180 1-Apr-11
6990600 SAGAPONACK NY 11962 SFD 7.250 6.980 $7,987.56 180 1-Apr-11
6990609 WOODINVILLE WA 98072 SFD 7.750 7.000 $2,353.19 180 1-Nov-10
6990615 BARTLETT IL 60103 SFD 7.500 7.000 $2,870.04 180 1-May-11
6990629 TOWNSHIP OF GREEN NJ 07879 SFD 8.750 7.000 $2,498.62 180 1-Jun-11
6990639 SOUTHHAMPTON NY 11968 SFD 7.375 7.000 $2,897.76 180 1-Feb-11
6990641 PARADISE VALLEY AZ 85253 SFD 8.250 7.000 $2,328.34 180 1-May-11
6990643 SCOTTSDALE AZ 85259 SFD 7.250 6.980 $2,438.89 180 1-Apr-11
6990644 CHULA VISTA CA 91913 SFD 7.500 7.000 $2,088.10 180 1-Feb-11
6990649 DALLAS TX 75205 SFD 8.000 7.000 $9,556.53 180 1-Jun-11
6990663 BRYN MAWR PA 19010 SFD 6.500 6.230 $4,791.10 180 1-Mar-11
6990681 PARK CITY UT 84060 LCO 8.000 7.000 $3,035.16 180 1-Jun-11
6990703 LOS ANGELES CA 90049 SFD 7.875 7.000 $2,703.09 180 1-Apr-11
6990710 BERMUDA DUNES CA 92201 SFD 7.250 6.980 $2,775.11 180 1-Jun-11
6990712 SAN MATEO CA 94401 LCO 7.125 6.855 $2,663.15 180 1-Jun-11
6990720 FULLERTON CA 92635 SFD 8.000 7.000 $4,134.15 180 1-Jun-11
6990731 PROVINCETOWN MA 02657 SFD 7.500 7.000 $2,217.42 180 1-May-11
6990733 OMAHA NE 68114 SFD 8.250 7.000 $3,034.60 180 1-Jun-11
6990735 ENGLEWOOD CO 80111 SFD 7.750 7.000 $2,207.30 180 1-Apr-11
6990737 PLYMOUTH MN 55446 SFD 8.000 7.000 $2,800.07 180 1-May-11
6990749 HUDSON WI 54016 SFD 6.500 6.230 $2,160.35 180 1-May-11
6990753 SHREVEPORT LA 71106 SFD 8.000 7.000 $2,619.45 180 1-Jun-11
6990754 STUDIO CITY CA 91604 SFD 8.125 7.000 $3,514.53 180 1-Jun-11
6990759 PARKER CO 80134 SFD 7.375 7.000 $5,317.16 180 1-Apr-11
6990784 PARKLAND FL 33065 SFD 8.250 7.000 $6,621.21 180 1-May-11
6990786 AUSTIN TX 78705 SFD 7.875 7.000 $2,726.32 180 1-Jun-11
6990787 MAHWAH NJ 07430 SFD 8.750 7.000 $4,797.35 180 1-Jun-11
6990798 EDINA MN 55436 SFD 8.000 7.000 $2,591.73 180 1-Jun-11
6990830 GREENWOOD MN 55331 SFD 7.000 6.730 $4,522.90 180 1-Apr-11
6990835 SILOAM SPRINGS AR 72761 SFD 7.875 7.000 $2,520.03 180 1-Jun-11
6990837 THOUSAND OAKS CA 91320 SFD 7.500 7.000 $2,324.95 180 1-Jun-11
6990853 MCLEAN VA 22101 SFD 7.500 7.000 $2,873.74 180 1-Jun-11
6990855 AUSTIN TX 78731 SFD 8.375 7.000 $3,909.70 180 1-Jun-11
6990885 APPLE VALLEY MN 55124 SFD 7.000 6.730 $5,303.09 180 1-Apr-11
6990887 BARRINGTON RI 02806 SFD 7.750 7.000 $2,597.93 180 1-Jun-11
6990891 SALT LAKE CITY UT 84117 SFD 7.500 7.000 $5,098.57 180 1-Feb-11
6990899 CENTRAL POINT OR 97502 SFD 8.375 7.000 $3,518.73 180 1-Jun-11
6990904 FOLSOM CA 95630 SFD 7.500 7.000 $1,883.69 180 1-May-11
6990916 WEST LINN OR 97068 SFD 8.125 7.000 $2,772.72 180 1-Jun-11
6990931 ALBUQUERQUE NM 87122 SFD 8.250 7.000 $2,405.95 180 1-May-11
6990944 BELLINGHAM WA 98226 SFD 7.875 7.000 $2,655.66 180 1-Jun-11
6990945 GRANADA HILLS ARE CA 91344 SFD 7.750 7.000 $2,353.19 180 1-Jan-09
6990962 PARK CITY UT 84060 SFD 8.125 7.000 $2,002.80 180 1-Jun-11
6990973 TIBURON CA 94920 SFD 7.750 7.000 $3,294.47 180 1-Jun-11
6990981 PALM DESERT CA 92211 SFD 8.125 7.000 $2,619.04 180 1-Jun-11
6990985 OCEANSIDE CA 92054 SFD 7.875 7.000 $1,408.45 180 1-Jun-11
6990997 SAN DIEGO CA 92103 SFD 7.625 7.000 $3,017.24 180 1-Jun-11
6991005 CAVE CREEK AZ 85331 SFD 8.250 7.000 $2,274.98 180 1-Jun-11
6991023 DENVER CO 80209 PUD 7.750 7.000 $3,379.19 180 1-Jun-11
6991025 BOULDER CITY NV 89005 SFD 8.250 7.000 $5,335.78 180 1-Jun-11
6991032 SEDONA AZ 86336 SFD 8.750 7.000 $4,637.44 180 1-May-11
6991040 LA JOLLA CA 92037 SFD 8.250 7.000 $6,305.91 180 1-Jun-11
6991043 CHAPEL HILL NC 27516 SFD 7.875 7.000 $2,962.01 180 1-Jun-11
6991052 HANA HI 96713 SFD 7.250 6.980 $4,564.32 180 1-Jun-11
6991059 MORAGA CA 94556 SFD 7.625 7.000 $794.02 180 1-Jun-11
6991067 LITTLETON CO 80124 PUD 8.125 7.000 $3,466.38 180 1-Jun-11
6991074 CHARLOTTE NC 28277 SFD 7.625 7.000 $2,658.73 180 1-Jun-11
6991081 THE WOODLANDS TX 77381 PUD 8.500 7.000 $4,200.90 180 1-Jun-11
6991120 REDMOND WA 98053 SFD 7.500 7.000 $2,113.59 180 1-Mar-11
6991124 SAN DIEGO CA 92128 SFD 8.125 7.000 $4,255.94 180 1-Jun-11
6991125 SAN DIEGO CA 92124 PUD 7.000 6.730 $1,865.07 180 1-Mar-11
6991131 SCOTTSDALE AZ 85259 SFD 7.125 6.855 $2,264.58 180 1-Jun-11
6991136 FREMONT CA 94539 SFD 7.750 7.000 $2,635.57 180 1-Mar-11
6991137 PALO ALTO CA 94303 SFD 7.125 6.855 $3,514.63 180 1-Apr-11
6991139 SAN DIMAS CA 91773 SFD 7.250 6.980 $3,879.67 180 1-Mar-11
6991150 IOWA CITY IA 52240 SFD 8.125 7.000 $3,851.53 180 1-Jul-11
6991160 SAN JOSE CA 95129 SFD 7.875 7.000 $2,314.22 180 1-Mar-11
6991172 ESCONDIDO CA 92026 PUD 8.125 7.000 $1,348.04 180 1-Jun-11
6991177 ROHOBOTH BEACH DE 19971 SFD 7.625 7.000 $2,802.39 180 1-Jul-11
6991181 SAN JOSE CA 95132 SFD 8.375 7.000 $2,394.69 180 1-Jul-11
6991186 DURHAM NC 27707 SFD 7.750 7.000 $2,038.81 180 1-Jun-11
6991198 PARK CITY UT 84060 SFD 8.625 7.000 $3,392.92 180 1-Jun-11
6991206 CAMPBELL CA 95008 SFD 8.000 7.000 $2,866.96 180 1-Jul-11
6991212 SIOUX CITY IA 51101 SFD 8.250 7.000 $2,857.07 180 1-Jul-11
6991226 MIDDLETON NJ 07748 SFD 7.125 6.855 $2,536.33 180 1-Jul-11
6991247 NORTHFIELD MN 55057 SFD 7.875 7.000 $3,793.80 180 1-Jul-11
6991279 CORVALLIS OR 97333 SFD 8.000 7.000 $2,790.51 180 1-Jul-11
6991283 CHICAGO IL 60640 SFD 8.250 7.000 $3,182.06 180 1-Jul-11
6991389 CHESTERFIELD VA 23832 SFD 7.375 7.000 $3,909.68 180 1-Jul-11
6991422 NORTHBROOK IL 60062 SFD 7.125 6.855 $2,739.23 180 1-Aug-11
6991449 COMMERCE TWP MI 48382 SFD 7.750 7.000 $2,353.19 180 1-Jun-11
6991502 BRANCHBURG NJ 08853 SFD 7.750 7.000 $2,695.82 180 1-Jul-11
</TABLE>
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- -------------- ------ --------- --------- ------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANC SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- -------------- ------ --------- --------- ------ ------ -------- ----------
4520070 $270,919.83 75.41 0.250 0.020 0.230
4520071 $360,908.11 80.00 0.250 0.020 0.000
4520074 $262,425.22 64.43 0.250 0.020 0.105
4520078 $229,012.84 90.00 13 0.250 0.020 0.355
4520079 $243,286.69 80.00 0.250 0.020 0.000
4520080 $436,721.12 74.17 0.250 0.020 0.105
4520081 $239,089.39 63.47 0.250 0.020 0.000
4520082 $736,488.57 53.57 0.250 0.020 0.480
4520083 $236,742.92 70.00 0.250 0.020 0.000
4520086 $294,836.15 80.00 0.250 0.020 0.000
4520087 $221,173.67 50.56 0.250 0.020 0.000
4520088 $278,453.92 39.33 0.250 0.020 0.105
4520089 $281,487.31 70.00 0.250 0.020 0.000
4520091 $248,577.11 79.91 0.250 0.020 0.000
4520095 $345,451.32 80.00 0.250 0.020 0.105
4520096 $338,148.97 90.00 13 0.250 0.020 0.000
4520098 $274,344.70 70.89 0.250 0.020 0.980
4520099 $233,278.24 80.00 0.250 0.020 0.000
4520102 $479,047.33 80.00 0.250 0.020 0.355
4520104 $349,234.20 79.11 0.250 0.020 0.000
4520106 $333,469.28 77.27 0.250 0.020 0.000
4520107 $325,622.88 80.00 0.250 0.020 0.000
4520108 $234,321.51 79.87 0.250 0.020 0.105
4520109 $223,620.58 80.00 0.250 0.020 0.000
4520113 $344,040.88 79.95 0.250 0.020 0.000
4520117 $309,652.02 80.00 0.250 0.020 0.230
4520118 $373,043.35 61.11 0.250 0.020 0.000
4520120 $253,936.17 75.00 0.250 0.020 0.105
4520121 $242,948.17 78.05 0.250 0.020 0.230
4520137 $278,441.81 75.00 0.250 0.020 0.000
4520150 $981,984.75 20.00 0.250 0.020 0.480
4520253 $432,716.83 80.00 0.250 0.020 0.000
4520256 $240,801.98 69.93 0.250 0.020 0.000
4520262 $210,258.21 80.00 0.250 0.020 0.000
4520284 $391,237.77 80.00 0.250 0.020 0.000
4520295 $377,683.01 79.38 0.250 0.020 0.000
4520297 $274,422.22 79.17 0.250 0.020 0.105
4520305 $343,557.78 77.78 0.250 0.020 0.230
4520312 $220,625.74 88.89 06 0.250 0.020 0.000
4520321 $343,418.62 50.00 0.250 0.020 0.000
4520323 $282,516.34 70.00 0.250 0.020 0.000
4520347 $270,092.69 70.77 0.250 0.020 0.105
4520359 $315,822.08 76.43 0.250 0.020 0.000
6990002 $240,556.86 80.00 0.250 0.020 0.000
6990003 $231,482.55 94.98 01 0.250 0.020 0.000
6990007 $314,671.50 70.02 0.250 0.020 0.000
6990009 $455,760.35 80.00 0.250 0.020 0.105
6990014 $276,644.14 71.91 0.250 0.020 1.105
6990016 $220,111.51 66.87 0.250 0.020 0.480
6990023 $139,887.83 47.92 0.250 0.020 1.480
6990028 $444,265.19 73.35 0.250 0.020 0.000
6990031 $215,949.32 90.00 12 0.250 0.020 0.730
6990032 $237,882.33 79.95 0.250 0.020 0.605
6990033 $242,159.19 80.00 0.250 0.020 0.000
6990035 $236,330.26 69.57 0.250 0.020 0.230
6990036 $371,432.09 80.00 0.250 0.020 0.355
6990037 $325,757.90 63.20 0.250 0.020 0.355
6990040 $279,697.81 95.00 06 0.250 0.020 0.105
6990041 $251,856.72 77.98 0.250 0.020 0.105
6990043 $282,755.57 73.85 0.250 0.020 0.355
6990045 $740,580.68 62.50 0.250 0.020 0.105
6990049 $300,088.26 72.04 0.250 0.020 0.000
6990050 $229,170.93 78.64 0.250 0.020 0.230
6990051 $232,226.16 24.23 0.250 0.020 0.605
6990052 $354,670.91 90.00 13 0.250 0.020 0.605
6990056 $239,313.27 30.29 0.250 0.020 0.105
6990059 $251,213.13 79.87 0.250 0.020 0.000
6990061 $217,928.00 77.19 0.250 0.020 0.000
6990067 $412,226.49 72.63 0.250 0.020 0.000
6990068 $898,290.49 70.00 0.250 0.020 0.000
6990074 $459,723.48 68.24 0.250 0.020 0.105
6990076 $356,453.26 79.52 0.250 0.020 0.000
6990079 $313,622.65 79.99 0.250 0.020 0.000
6990081 $641,748.73 61.90 0.250 0.020 0.230
6990083 $247,932.96 80.00 0.250 0.020 0.000
6990084 $328,760.69 38.28 0.250 0.020 0.000
6990089 $278,486.24 80.00 0.250 0.020 0.000
6990090 $242,766.28 70.00 0.250 0.020 0.230
6990093 $300,726.56 80.00 0.250 0.020 0.000
6990099 $240,884.04 90.00 12 0.250 0.020 0.000
6990103 $249,461.34 90.00 17 0.250 0.020 0.000
6990105 $256,109.31 80.00 0.250 0.020 0.480
6990112 $305,006.84 44.09 0.250 0.020 0.605
6990114 $321,013.79 78.07 0.250 0.020 0.105
6990119 $213,505.49 78.55 0.250 0.020 0.855
6990125 $347,113.70 54.62 0.250 0.020 0.000
6990126 $988,324.48 58.82 0.250 0.020 0.730
6990131 $217,972.34 73.33 0.250 0.020 0.105
6990132 $242,766.31 49.00 0.250 0.020 0.230
6990143 $644,631.64 42.76 0.250 0.020 1.355
6990145 $305,392.06 70.00 0.250 0.020 1.105
6990151 $285,660.39 78.38 0.250 0.020 0.480
6990153 $332,976.11 89.99 11 0.250 0.020 0.730
6990160 $337,222.01 75.00 0.250 0.020 0.605
6990163 $281,628.31 80.00 0.250 0.020 1.230
6990179 $286,273.95 80.00 0.250 0.020 0.355
6990183 $281,521.36 80.00 0.250 0.020 0.730
6990186 $311,180.06 89.97 06 0.250 0.020 0.980
6990189 $247,865.59 69.83 0.250 0.020 0.980
6990206 $311,220.35 61.17 0.250 0.020 0.605
6990210 $220,206.86 79.29 0.250 0.020 1.605
6990248 $434,517.50 53.33 0.250 0.020 0.000
6990252 $229,969.70 58.25 0.250 0.020 0.000
6990253 $642,159.10 51.79 0.250 0.020 0.355
6990258 $520,468.08 70.00 0.250 0.020 0.855
6990261 $271,423.43 68.75 0.250 0.020 0.000
6990265 $272,297.07 74.00 0.250 0.020 0.000
6990267 $287,851.45 70.00 0.250 0.020 0.230
6990269 $212,872.12 77.52 0.250 0.020 0.230
6990270 $235,715.35 90.00 33 0.250 0.020 0.730
6990271 $258,166.30 67.64 0.250 0.020 0.605
6990272 $271,461.42 45.08 0.250 0.020 0.000
6990274 $444,147.45 69.23 0.250 0.020 0.000
6990278 $344,929.36 80.00 0.250 0.020 0.605
6990279 $468,238.76 75.00 0.250 0.020 0.355
6990284 $333,604.09 88.95 33 0.250 0.020 0.000
6990285 $306,055.05 80.00 0.250 0.020 0.855
6990287 $315,252.31 76.24 0.250 0.020 0.605
6990290 $493,902.90 51.81 0.250 0.020 0.230
6990291 $280,005.40 70.00 0.250 0.020 0.105
6990293 $265,308.81 89.98 17 0.250 0.020 0.605
6990304 $231,355.06 95.00 06 0.250 0.020 0.355
6990305 $251,923.92 72.86 0.250 0.020 0.355
6990307 $232,963.23 80.00 0.250 0.020 0.000
6990312 $409,365.31 54.03 0.250 0.020 0.000
6990317 $296,341.73 80.00 0.250 0.020 0.230
6990318 $313,150.14 80.00 0.250 0.020 0.355
6990320 $326,695.11 64.90 0.250 0.020 0.000
6990321 $247,619.92 71.02 0.250 0.020 0.000
6990326 $247,719.96 65.79 0.250 0.020 0.855
6990328 $217,956.38 85.00 33 0.250 0.020 0.480
6990333 $253,686.44 80.00 0.250 0.020 0.730
6990338 $115,465.88 70.00 0.250 0.020 0.605
6990339 $257,288.90 76.62 0.250 0.020 0.105
6990340 $368,788.84 80.00 0.250 0.020 0.855
6990342 $151,252.34 47.08 0.250 0.020 0.980
6990367 $301,489.28 71.53 0.250 0.020 1.355
6990368 $297,410.34 50.00 0.250 0.020 0.855
6990372 $493,902.90 45.45 0.250 0.020 0.230
6990373 $987,673.36 45.45 0.250 0.020 0.105
6990374 $644,571.80 60.19 0.250 0.020 1.230
6990386 $76,313.11 60.16 0.250 0.020 0.480
6990397 $276,397.05 70.00 0.250 0.020 0.000
6990401 $404,836.11 78.85 0.250 0.020 0.000
6990404 $543,508.03 61.11 0.250 0.020 0.605
6990406 $443,842.24 75.00 0.250 0.020 0.730
6990419 $260,928.00 80.00 0.250 0.020 0.855
6990429 $384,462.56 80.00 0.250 0.020 0.230
6990437 $156,978.50 64.00 0.250 0.020 0.605
6990438 $80,494.17 80.00 0.250 0.020 0.105
6990439 $52,198.27 39.26 0.250 0.020 0.355
6990440 $145,430.13 79.57 0.250 0.020 0.000
6990441 $283,674.15 90.00 12 0.250 0.020 0.480
6990443 $639,076.43 54.08 0.250 0.020 0.230
6990448 $243,772.08 79.99 0.250 0.020 0.000
6990449 $108,399.61 64.12 0.250 0.020 0.000
6990452 $273,038.67 89.97 11 0.250 0.020 0.605
6990466 $315,968.09 75.00 0.250 0.020 0.730
6990470 $345,732.00 38.89 0.250 0.020 0.230
6990479 $272,652.14 54.46 0.250 0.020 0.980
6990480 $231,656.07 80.00 0.250 0.020 0.000
6990483 $270,516.68 90.19 13 0.250 0.020 0.000
6990485 $267,484.42 90.00 13 0.250 0.020 0.000
6990487 $289,022.71 65.47 0.250 0.020 0.000
6990494 $250,520.11 80.00 0.250 0.020 0.355
6990503 $205,822.53 70.00 0.250 0.020 0.000
6990506 $253,150.18 81.28 01 0.250 0.020 0.000
6990508 $327,521.95 51.70 0.250 0.020 0.000
6990523 $261,574.54 50.00 0.250 0.020 0.230
6990533 $335,898.58 80.00 0.250 0.020 0.355
6990544 $208,479.72 60.56 0.250 0.020 0.355
6990546 $218,710.10 49.55 0.250 0.020 0.605
6990548 $269,955.26 74.64 0.250 0.020 0.980
6990571 $274,468.82 80.00 0.250 0.020 1.230
6990592 $213,612.65 72.17 0.250 0.020 0.480
6990600 $864,097.28 35.00 0.250 0.020 0.000
6990609 $243,178.20 68.49 0.250 0.020 0.480
6990615 $306,777.32 79.90 0.250 0.020 0.230
6990629 $248,643.67 28.41 0.250 0.020 1.480
6990639 $309,139.67 60.29 0.250 0.020 0.105
6990641 $237,848.87 41.74 0.250 0.020 0.980
6990643 $263,539.40 69.85 0.250 0.020 0.000
6990644 $221,103.97 85.00 33 0.250 0.020 0.230
6990649 $994,201.01 59.70 0.250 0.020 0.730
6990663 $540,841.65 75.86 0.250 0.020 0.000
6990681 $315,758.22 80.00 0.250 0.020 0.730
6990703 $281,635.96 41.91 0.250 0.020 0.605
6990710 $302,117.45 80.00 0.250 0.020 0.000
6990712 $292,159.51 70.00 0.250 0.020 0.000
6990720 $430,091.37 79.98 0.250 0.020 0.730
6990731 $237,019.16 80.00 0.250 0.020 0.230
6990733 $309,758.39 80.00 0.250 0.020 0.980
6990735 $231,701.75 70.00 0.250 0.020 0.480
6990737 $290,442.82 71.12 0.250 0.020 0.730
6990749 $243,519.37 80.00 0.250 0.020 0.000
6990753 $272,510.48 89.98 33 0.250 0.020 0.730
6990754 $362,906.58 73.00 0.250 0.020 0.855
6990759 $570,604.39 74.58 0.250 0.020 0.105
6990784 $676,112.50 70.00 0.250 0.020 0.980
6990786 $285,764.63 77.69 0.250 0.020 0.605
6990787 $477,395.84 79.34 0.250 0.020 1.480
6990798 $269,627.32 80.00 0.250 0.020 0.730
6990830 $496,793.95 62.90 0.250 0.020 0.000
6990835 $264,142.16 80.52 17 0.250 0.020 0.605
6990837 $249,280.37 74.98 0.250 0.020 0.230
6990853 $308,121.67 71.59 0.250 0.020 0.230
6990855 $397,756.13 80.00 0.250 0.020 1.105
6990885 $580,606.69 62.11 0.250 0.020 0.000
6990887 $274,363.87 80.00 0.250 0.020 0.480
6990891 $539,876.55 47.83 0.250 0.020 0.230
6990899 $357,980.52 80.00 0.250 0.020 1.105
6990904 $201,347.39 73.89 0.250 0.020 0.230
6990916 $286,308.45 80.00 0.250 0.020 0.855
6990931 $245,882.66 80.00 0.250 0.020 0.980
6990944 $227,699.91 70.00 0.250 0.020 0.605
6990945 $224,739.31 41.67 0.250 0.020 0.480
6990962 $206,807.04 32.76 0.250 0.020 0.855
6990973 $347,925.22 36.84 0.250 0.020 0.480
6990981 $270,439.99 80.00 0.250 0.020 0.855
6990985 $147,629.31 75.00 0.250 0.020 0.605
6990997 $319,092.42 80.00 0.250 0.020 0.355
6991005 $233,169.86 71.49 0.250 0.020 0.980
6991023 $356,871.85 54.48 0.250 0.020 0.480
6991025 $546,880.25 50.00 0.250 0.020 0.980
6991032 $460,210.18 80.00 0.250 0.020 1.480
6991040 $646,313.05 61.76 0.250 0.020 0.980
6991043 $310,468.93 90.00 11 0.250 0.020 0.605
6991052 $496,903.70 68.03 0.250 0.020 0.000
6991059 $84,490.55 24.29 0.250 0.020 0.355
6991067 $357,935.27 80.00 0.250 0.020 0.855
6991074 $282,914.18 63.11 0.250 0.020 0.355
6991081 $424,233.35 70.00 0.250 0.020 1.230
6991120 $224,513.75 80.00 0.250 0.020 0.230
6991124 $435,296.52 70.72 0.250 0.020 0.855
6991125 $204,138.11 74.77 0.250 0.020 0.000
6991131 $248,434.96 50.81 0.250 0.020 0.000
6991136 $275,810.03 80.00 0.250 0.020 0.480
6991137 $383,113.17 80.00 0.250 0.020 0.000
6991139 $418,360.45 68.55 0.250 0.020 0.000
6991150 $398,856.80 75.47 0.250 0.020 0.855
6991160 $240,388.05 80.00 0.250 0.020 0.605
6991172 $139,197.05 59.57 0.250 0.020 0.855
6991177 $299,103.86 75.00 0.250 0.020 0.355
6991181 $244,315.21 79.03 0.250 0.020 1.105
6991186 $215,315.99 80.00 0.250 0.020 0.480
6991198 $340,123.70 90.00 33 0.250 0.020 1.355
6991206 $299,133.04 61.98 0.250 0.020 0.730
6991212 $293,667.62 95.00 01 0.250 0.020 0.980
6991226 $279,126.17 80.00 0.250 0.020 0.000
6991247 $398,831.20 80.00 0.250 0.020 0.605
6991279 $291,156.16 80.00 0.250 0.020 0.730
6991283 $326,572.94 80.00 0.250 0.020 0.980
6991389 $423,702.30 73.91 0.250 0.020 0.105
6991422 $302,400.00 80.00 0.250 0.020 0.000
6991449 $248,518.01 58.14 0.250 0.020 0.480
6991502 $285,419.06 77.83 0.250 0.020 0.480
$83,167,166.76
</TABLE>
COUNT: 256
WAC: 7.5732
WAM: 175.8442
WALTV: 69.5422
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick, Maryland]
<TABLE>
<CAPTION>
NASCOR
NMI / 1996-2 Exhibit F-2
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(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
- -------- ---------------------- ----- ------ --------- ----- -------- ---------- -------- ---------
3015273 NEW YORK NY 10023 COP 8.375 7.000 $664.65 180 1-Feb-07
4452040 SALISBURY TOWNSHIP PA 18103 SFD 7.125 6.855 $1,358.75 180 1-Aug-10
4456581 NEW PROVIDENCE NJ 07974 SFD 8.125 7.000 $962.89 180 1-Sep-10
4456887 PHOENIX AZ 85028 SFD 7.250 6.980 $949.38 180 1-Aug-10
4458043 JERSEY CITY NJ 07306 SFD 8.000 7.000 $860.09 180 1-Sep-10
4459062 NORTHAMPTON PA 18966 SFD 7.125 6.855 $1,353.32 180 1-Sep-10
4460397 CORTLANDT MANOR NY 10566 SFD 7.000 6.730 $3,145.90 180 1-Jun-11
4462275 KNOXVILLE TN 37919 SFD 7.375 7.000 $2,230.82 180 1-Jul-11
4465715 PROSPECT KY 40059 SFD 7.250 6.980 $1,798.34 180 1-Jun-11
4465895 AMBLER PA 19002 SFD 7.375 7.000 $958.57 180 1-Sep-10
4471406 NEWTOWN PA 18940 SFD 7.875 7.000 $3,941.76 180 1-Jun-11
4474808 MARLBORO NJ 07746 SFD 7.000 6.730 $2,265.05 180 1-Jun-11
4475088 LONG BEACH NY 11561 LCO 8.000 7.000 $408.55 180 1-Nov-10
4478661 NORTH PALM BEACH FL 33410 SFD 8.125 7.000 $3,658.95 180 1-Jun-11
4481991 BASKING RIDGE NJ 07920 SFD 7.375 7.000 $2,005.44 180 1-Jun-11
4484320 MEDFORD NJ 08055 SFD 8.125 7.000 $2,166.49 180 1-Jun-11
4486361 STONY POINT NY 10980 SFD 6.875 6.605 $3,931.30 180 1-Feb-11
4486767 OLD HICKORY TN 37138 SFD 7.625 7.000 $3,970.06 180 1-Jan-11
4488296 SHELTON CT 06484 SFD 7.375 7.000 $1,379.89 180 1-Feb-11
4488363 PORTLAND OR 97210 SFD 7.875 7.000 $2,722.06 180 1-Jul-11
4488726 JEFFERSON MA 01522 SFD 7.875 7.000 $682.89 180 1-Jan-11
4488967 PARK CITY UT 84098 SFD 7.000 6.730 $2,459.20 180 1-Jun-11
4489261 TALLAHASSEE FL 32308 SFD 8.000 7.000 $2,828.74 180 1-Jul-11
4492021 WOODCLIFF LAKE NJ 07675 SFD 7.000 6.730 $2,883.45 180 1-Jul-11
4492028 LOUISVILLE TN 37777 SFD 7.250 6.980 $2,772.83 180 1-Aug-10
4492975 NEW YORK NY 10021 COP 7.250 6.980 $3,897.93 180 1-May-11
4493581 WESLEY HILLS NY 10977 SFD 8.500 7.000 $2,757.28 180 1-Jul-11
4495059 ST HELENA CA 94574 SFD 7.375 7.000 $4,084.46 180 1-Dec-10
4495679 OLD TAPPAN NJ 07675 SFD 7.625 7.000 $2,428.74 180 1-May-11
4495822 MCKINLEYVILLE CA 95519 SFD 7.000 6.730 $2,068.21 180 1-May-11
4496525 MILPITAS CA 95035 SFD 6.750 6.480 $3,114.89 180 1-May-11
4496847 TARRYTOWN NY 10591 SFD 7.250 6.980 $3,359.34 180 1-Jun-11
4497613 LA MIRADA CA 90638 SFD 7.125 6.855 $2,264.58 180 1-Jun-11
4498617 KNOXVILLE TN 37922 SFD 7.750 7.000 $2,647.34 180 1-May-11
4499395 MACON GA 31210 SFD 7.375 7.000 $2,152.62 180 1-Mar-11
4500510 DARIEN CT 06820 SFD 7.125 6.855 $3,170.41 180 1-Jun-11
4501080 MEDFIELD MA 02052 SFD 7.875 7.000 $2,489.69 180 1-Jul-11
4503023 MESQUITE TX 75181 SFD 7.875 7.000 $1,288.95 180 1-Jun-11
4503257 LAKE FOREST IL 60045 SFD 7.625 7.000 $2,802.39 180 1-Jul-11
4503751 MILAN MI 48160 SFD 6.750 6.480 $2,409.17 180 1-Jun-11
4503850 EVERGREEN CO 80439 SFD 6.875 6.605 $3,299.87 180 1-Jun-11
4503963 LAGRANGEVILLE NY 12540 SFD 8.000 7.000 $2,545.86 180 1-Jun-11
4504311 FRAMINGHAM MA 01701 SFD 7.625 7.000 $2,202.68 180 1-Mar-11
4504364 EAST DENNIS MA 02638 SFD 7.625 7.000 $2,279.28 180 1-Mar-11
4504634 KAILUA HI 96734 SFD 6.750 6.480 $3,150.28 180 1-May-11
4505106 CHESTER NJ 07930 SFD 7.125 6.855 $1,132.29 180 1-Jun-11
4505610 RENO NV 89511 SFD 6.875 6.605 $3,702.98 180 1-May-11
4505628 MARCO ISLAND FL 33937 HCO 7.125 6.855 $3,526.41 180 1-May-11
4505656 FLORAL PARK NY 11001 SFD 7.000 6.730 $539.30 180 1-May-11
4505762 SAG HARBOR NY 11963 SFD 6.750 6.480 $2,522.00 180 1-May-11
4505846 BUDD LAKE NJ 07828 SFD 7.000 6.730 $2,480.77 180 1-Jul-11
4506292 LOUDONVILLE NY 12211 SFD 8.750 7.000 $1,149.37 180 1-May-11
4506378 MONTGOMERY AL 36104 SFD 7.125 6.855 $2,119.64 180 1-Apr-11
4506589 BRICK NJ 08724 SFD 6.875 6.605 $3,567.42 180 1-Jun-11
4506606 AVON CT 06001 SFD 7.000 6.730 $3,573.30 180 1-May-11
4506759 CHICAGO IL 60649 SFD 8.250 7.000 $3,288.78 180 1-Apr-11
4507191 TAMPA FL 33626 SFD 7.375 7.000 $2,118.40 180 1-Feb-11
4507206 NORTH MIAMI BEACH FL 33180 HCO 7.500 7.000 $4,635.06 180 1-Mar-11
4507398 CANTON GA 30115 SFD 7.250 6.980 $2,190.87 180 1-Feb-11
4507477 BLUE BELL PA 19422 THS 7.625 7.000 $2,250.32 180 1-Jul-11
4507504 MEDFIELD MA 02052 SFD 6.625 6.355 $2,194.99 180 1-May-11
4507670 AMELIA ISLAND FL 32034 LCO 7.000 6.730 $2,443.92 180 1-May-11
4507767 RIDGEFIELD CT 06877 SFD 6.750 6.480 $2,212.28 180 1-Jun-11
4507771 KANEOHE HI 96744 SFD 8.125 7.000 $3,033.08 180 1-Apr-11
4507966 BROOKLYN NY 11223 SFD 6.625 6.355 $5,706.96 180 1-May-11
4508285 DEDHAM MA 02026 SFD 6.875 6.605 $2,902.54 180 1-Jun-11
4508542 DULUTH GA 30155 SFD 7.250 6.980 $2,510.38 180 1-Jun-11
4508660 MILTON NY 12547 SFD 7.000 6.730 $826.93 180 1-May-11
4508691 CROTON-ON-HUDSON NY 10520 SFD 6.875 6.605 $2,850.37 180 1-May-11
4508770 LAKE OSWEGO OR 97034 SFD 7.000 6.730 $3,775.08 180 1-Mar-11
4508834 ST JAMES NY 11780 SFD 7.875 7.000 $3,110.92 180 1-May-11
4509151 SEEKONK MA 02771 SFD 7.250 6.980 $2,921.17 180 1-Jul-11
4509176 MELROSE NY 12121 SFD 7.000 6.730 $2,525.71 180 1-May-11
4509386 PLEASANT HILL CA 94523 SFD 6.875 6.605 $2,122.62 180 1-May-11
4509389 FORT WASHINGTON MD 20744 SFD 7.000 6.730 $2,390.89 180 1-May-11
4509566 KINGSVILLE MD 21087 SFD 6.750 6.480 $2,099.01 180 1-May-11
4509624 PERU VT 05152 SFD 6.875 6.605 $2,675.57 180 1-May-11
4509790 FAIR OAKS RANCH TX 78006 SFD 6.875 6.605 $2,711.24 180 1-May-11
4509793 BOCA RATON FL 33434 SFD 8.250 7.000 $5,025.33 180 1-Jun-11
4510061 TEQUESTA FL 33469 HCO 7.250 6.980 $3,651.46 180 1-Mar-11
4510086 SAN DIEGO CA 92128 SFD 7.250 6.980 $3,491.71 180 1-Jun-11
4510183 SCARSDALE NY 10583 SFD 6.875 6.605 $2,095.86 180 1-May-11
4510310 OLD BROOKVILLE NY 11545 SFD 7.875 7.000 $5,690.70 180 1-Jun-11
4510318 CARMICHAEL CA 95608 SFD 7.125 6.855 $4,438.58 180 1-Jun-11
4510352 TAHOMA CA 96142 LCO 7.125 6.855 $905.84 180 1-Jun-11
4510392 WARREN NJ 07059 SFD 6.875 6.605 $2,265.76 180 1-May-11
4510401 DEDHAM MA 02026 SFD 7.500 7.000 $3,708.05 180 1-May-11
4510416 ORLAND PARK IL 60462 SFD 6.875 6.605 $2,675.57 180 1-May-11
4510435 NEW CANAAN CT 06840 SFD 6.875 6.605 $3,861.73 180 1-May-11
4510560 COLUMBUS OH 43220 SFD 6.875 6.605 $918.61 180 1-May-11
4510586 WINSTON-SALEM NC 27104 SFD 6.500 6.230 $3,484.43 180 1-Jun-11
4510688 EAST HAMPTON NY 11937 SFD 7.000 6.730 $4,296.40 180 1-May-11
4510788 FLAGSTAFF AZ 86004 SFD 7.250 6.980 $3,056.27 180 1-Jun-11
4510797 NEWPORT BEACH CA 92625 LCO 7.375 7.000 $4,736.23 180 1-Jun-11
4510930 DALLAS TX 75240 SFD 6.875 6.605 $2,330.87 180 1-Jun-11
4510941 NEWTON NJ 07860 SFD 7.125 6.855 $1,105.12 180 1-May-11
4510942 FISHER ISLAND FL 33109 HCO 7.500 7.000 $4,542.37 180 1-Jun-11
4511193 NEW YORK NY 10016 HCO 7.250 6.980 $2,446.48 180 1-Jun-11
4511268 SUDBURY MA 01776 SFD 8.375 7.000 $2,917.62 180 1-Jun-11
4511288 BOCA RATON FL 33432 HCO 8.125 7.000 $1,203.61 180 1-May-11
4511310 PARSIPPANY-TROY HILLS NJ 07054 SFD 7.625 7.000 $1,139.64 180 1-Apr-11
4511346 BAYVILLE NY 11709 SFD 8.625 7.000 $744.07 180 1-May-11
4511396 TALLAHASSEE FL 32312 SFD 7.250 6.980 $2,350.63 180 1-May-11
4511720 SANBORNTON NH 03269 SFD 7.000 6.730 $2,332.46 180 1-Jun-11
4511771 NORTH CALDWELL NJ 07006 SFD 7.500 7.000 $4,125.21 180 1-Jun-11
4511935 RIVERDALE NY 10471 SFD 7.000 6.730 $3,183.65 180 1-Jun-11
4511943 SAINT SIMONS ISLAND GA 31522 SFD 6.750 6.480 $785.80 180 1-May-11
4511945 HAMPTON BAYS NY 11946 SFD 8.500 7.000 $1,142.30 180 1-May-11
4512007 JUPITER FL 33458 SFD 7.875 7.000 $2,162.47 180 1-Jun-11
4512102 GLEN RIDGE NJ 07028 SFD 7.125 6.855 $2,445.75 180 1-Jul-11
4512181 CHICAGO IL 60614 LCO 7.875 7.000 $2,845.35 180 1-Apr-11
4512310 DIX HILLS NY 11746 SFD 7.250 6.980 $2,539.59 180 1-Jun-11
4512314 MOUNTAINTOP PA 18707 SFD 7.000 6.730 $2,313.59 180 1-Jun-11
4512323 GALENA MD 21635 SFD 7.125 6.855 $2,563.51 180 1-May-11
4512339 SAN DIEGO CA 92106 SFD 7.000 6.730 $3,775.08 180 1-Jun-11
4512347 DEERFIELD IL 60015 SFD 6.875 6.605 $1,917.49 180 1-Jun-11
4512364 SOUTH ORANGE NJ 07079 SFD 7.500 7.000 $2,132.13 180 1-Jun-11
4512456 EVESHAM NJ 08053 SFD 8.250 7.000 $448.20 180 1-May-11
4512496 KIRKWOOD MO 63122 SFD 7.125 6.855 $4,529.16 180 1-May-11
4512540 FAIRFIELD ID 83327 SFD 7.750 7.000 $304.51 180 1-May-11
4512609 ORINDA CA 94563 SFD 7.750 7.000 $3,099.16 180 1-May-11
4512716 RALEIGH NC 27614 SFD 6.875 6.605 $2,229.64 180 1-Jun-11
4512743 LANCASTER PA 17603 SFD 7.375 7.000 $2,299.81 180 1-Jun-11
4512857 STONE RIDGE NY 12484 SFD 8.375 7.000 $406.61 180 1-Jun-11
4512910 DALY CITY CA 94015 SFD 7.750 7.000 $2,541.45 180 1-May-11
4512923 UPLAND CA 91786 SFD 7.375 7.000 $2,437.80 180 1-Jun-11
4512979 NEWPORT BEACH CA 92657 SFD 7.375 7.000 $4,599.62 180 1-Jun-11
4513041 SEWELL NJ 08080 SFD 7.375 7.000 $919.92 180 1-May-11
4513079 HERNDON VA 22071 SFD 7.500 7.000 $1,668.63 180 1-May-11
4513097 EAST PATCHOGUE NY 11772 SFD 7.625 7.000 $3,222.75 180 1-May-11
4513214 PARKLAND FL 33067 SFD 7.625 7.000 $2,351.21 180 1-Jun-11
4513263 TULSA OK 74137 SFD 7.625 7.000 $2,533.37 180 1-May-11
4513429 BRANCHBURG NJ 08876 SFD 7.000 6.730 $2,022.37 180 1-Jun-11
4513616 TAMPA FL 33612 SFD 8.000 7.000 $621.17 180 1-Apr-11
4513700 NAPLES FL 33940 HCO 7.875 7.000 $2,276.28 180 1-Jul-11
4513749 COMMACK NY 11725 SFD 7.375 7.000 $1,839.85 180 1-Jun-11
4514065 CLIFTON PARK NY 12065 SFD 8.000 7.000 $1,519.49 180 1-May-11
4514119 LOS ALAMITOS CA 90720 SFD 7.625 7.000 $2,755.69 180 1-May-11
4514153 SUCCASUNNA NJ 07876 SFD 7.625 7.000 $2,055.09 180 1-Jun-11
4514163 PACIFIC PALISADES CA 90272 SFD 7.375 7.000 $3,031.15 180 1-May-11
4514177 SUMMIT NJ 07901 SFD 7.125 6.855 $5,434.99 180 1-Jun-11
4514184 ONEONTA NY 13820 SFD 8.250 7.000 $1,190.56 180 1-May-11
4514322 PUYALLUP WA 98371 SFD 7.750 7.000 $2,099.99 180 1-Jun-11
4514462 SPRING TX 77388 SFD 7.625 7.000 $615.59 180 1-Mar-11
4514473 SAN DIEGO CA 92131 SFD 8.125 7.000 $2,599.79 180 1-May-11
4514479 LANDENBERG PA 19350 SFD 7.250 6.980 $2,282.16 180 1-Jun-11
4514493 FREMONT CA 94536 SFD 7.375 7.000 $2,112.14 180 1-Apr-11
4514710 OXFORD MS 38655 SFD 7.625 7.000 $3,661.79 180 1-Jul-11
4514881 NEW HYDE PARK NY 11040 SFD 7.750 7.000 $2,082.58 180 1-Jun-11
4514965 LOS ALTOS CA 94024 SFD 7.375 7.000 $3,017.35 180 1-Jun-11
4515136 STAMFORD CT 06903 SFD 7.375 7.000 $2,548.19 180 1-Jun-11
4515212 GREAT NECK NY 11021 SFD 7.250 6.980 $2,206.10 180 1-Jul-11
4515299 MILL CREEK WA 98012 SFD 7.125 6.855 $1,947.54 180 1-Jun-11
4515333 PARADISE VALLEY AZ 85253 SFD 7.250 6.980 $2,282.16 180 1-Jul-11
4515383 WANTAGH NY 11793 SFD 7.625 7.000 $887.43 180 1-Jun-11
4515475 BERNARDS NJ 07920 SFD 7.625 7.000 $2,615.57 180 1-Jun-11
4515558 EAST MEADOW NY 11554 SFD 8.500 7.000 $1,329.40 180 1-May-11
4515559 LEWISBERRY PA 17339 SFD 7.250 6.980 $2,485.27 180 1-Jun-11
4515567 BRIDGEWATER NJ 08807 SFD 7.875 7.000 $502.68 180 1-Jun-11
4515570 PELHAM NY 10803 SFD 8.375 7.000 $977.43 180 1-Jun-11
4515571 LONG BRANCH NJ 07740 HCO 7.500 7.000 $1,757.62 180 1-May-11
4515584 IRVINGTON NY 10533 SFD 7.250 6.980 $2,651.87 180 1-May-11
4515639 NORTH TOPSAIL BEACH NC 28460 SFD 7.750 7.000 $2,372.02 180 1-Jun-11
4515693 BROOKLYN NY 11214 SFD 8.500 7.000 $1,446.59 180 1-May-11
4515706 LITTLETON CO 80123 SFD 7.750 7.000 $2,460.26 180 1-Apr-11
4515783 PALOS VERDES ESTATES CA 90274 SFD 7.375 7.000 $3,679.70 180 1-Jun-11
4515827 GALENA OH 43021 SFD 7.250 6.980 $1,186.73 180 1-May-11
4515842 NORTH ANDOVER MA 01845 SFD 7.250 6.980 $3,136.60 180 1-May-11
4515871 AUSTIN TX 78746 SFD 7.000 6.730 $4,181.80 180 1-May-11
4515910 SAN ANTONIO TX 78256 SFD 7.625 7.000 $2,989.22 180 1-May-11
4515955 NORTHBROOK IL 60062 SFD 7.375 7.000 $3,090.95 180 1-Jun-11
4515958 SCARSDALE NY 10583 SFD 7.125 6.855 $3,261.00 180 1-Jul-11
4515991 CHARLOTTE NC 28226 PUD 7.625 7.000 $2,092.46 180 1-Jul-11
4516163 SAINT CLOUD MN 56303 SFD 7.750 7.000 $2,794.65 180 1-Jul-11
4516166 STATEN ISLAND NY 10301 SFD 7.500 7.000 $3,188.93 180 1-Jul-11
4516215 NARRAGANSETT RI 02882 SFD 8.250 7.000 $485.08 180 1-May-11
4516234 RUMSON NJ 07760 SFD 7.125 6.855 $4,529.16 180 1-Jun-11
4516273 MARLBORO NJ 07751 SFD 7.875 7.000 $2,109.36 180 1-Jul-11
4516397 EAST MORICHES NY 11940 SFD 8.500 7.000 $955.20 180 1-Jun-11
4516411 TOPSFIELD MA 01983 SFD 8.125 7.000 $6,220.22 180 1-Jun-11
4516413 SAN FRANCISCO CA 94122 SFD 8.500 7.000 $3,446.59 180 1-May-11
4516492 LAGUNA NIGUEL CA 92677 SFD 7.625 7.000 $2,185.86 180 1-Apr-11
4516497 KINGS BEACH CA 96143 SFD 8.000 7.000 $2,198.00 180 1-Apr-11
4516507 CLIFFSIDE PARK NJ 07010 SFD 8.375 7.000 $2,932.28 180 1-May-11
4516536 NORTH MIAMI BEACH FL 33180 SFD 8.000 7.000 $2,293.57 180 1-Apr-11
4516556 FT LAUDERDALE FL 33326 SFD 7.875 7.000 $1,030.02 180 1-May-11
4516640 CHAPEL HILL NC 27514 SFD 7.875 7.000 $1,414.14 180 1-Jun-11
4516777 GREAT NECK NY 11021 SFD 7.875 7.000 $2,845.35 180 1-Jun-11
4516819 HIGHLAND PARK IL 60035 SFD 7.000 6.730 $1,905.52 180 1-Jun-11
4516856 VENTURA CA 93001 SFD 7.250 6.980 $4,354.36 180 1-Jun-11
4516961 THE WOODLANDS TX 77380 SFD 7.125 6.855 $3,261.00 180 1-May-11
4517166 GREENPORT NY 11944 SFD 8.500 7.000 $1,994.10 180 1-Jun-11
4517173 LORTON VA 22079 SFD 7.500 7.000 $2,762.50 180 1-Jun-11
4517192 NORTHPORT NY 11768 SFD 7.875 7.000 $967.42 180 1-May-11
4517250 PUT IN BAY OH 43456 SFD 8.750 7.000 $2,758.48 180 1-May-11
4517263 BLOOMFIELD MI 48304 SFD 7.125 6.855 $1,290.81 180 1-Jan-11
4517309 LITTLE ROCK AR 72205 SFD 7.375 7.000 $2,318.21 180 1-Jan-11
4517310 RALEIGH NC 27615 SFD 7.750 7.000 $4,019.25 180 1-Feb-11
4517315 PARSIPPANY NJ 07950 SFD 6.625 6.355 $1,896.47 180 1-Mar-11
4517362 BETHESDA MD 20814 SFD 6.750 6.480 $3,628.13 180 1-Dec-10
4517395 HUMMELSTOWN PA 17036 SFD 6.625 6.355 $2,721.79 180 1-Feb-11
4517409 CLIO CA 96106 LCO 7.500 7.000 $1,445.22 180 1-Jun-11
4517416 TULSA OK 74136 SFD 7.375 7.000 $2,886.34 120 1-Mar-06
4517425 REHOBETH BEACH DE 19971 SFD 7.375 7.000 $2,630.99 180 1-Feb-11
4517433 HOLLAND PA 18966 SFD 6.375 6.105 $2,247.06 180 1-Mar-11
4517463 CORAL GABLES FL 33156 SFD 7.250 6.980 $2,556.02 180 1-Mar-11
4517464 VAIL CO 81657 SFD 6.875 6.605 $3,790.39 180 1-Mar-11
4517467 MCLEAN VA 22101 SFD 6.875 6.605 $2,283.15 180 1-Feb-11
4517501 CARBONDALE IL 62901 SFD 6.500 6.230 $2,394.67 180 1-Apr-11
4517508 SUNSET BEACH NC 28468 SFD 7.375 7.000 $2,235.42 180 1-Jul-10
4517551 NEW DURHAM NH 03855 SFD 7.625 7.000 $1,999.04 180 1-Mar-11
4517563 HENDERSON NV 89014 SFD 7.875 7.000 $3,613.60 180 1-Jun-11
4517617 LAGUNA NIGUEL CA 92677 SFD 7.375 7.000 $2,079.03 180 1-Jun-11
4517732 GLASTONBURY CT 06033 SFD 7.125 6.855 $1,992.83 180 1-Jun-11
4517870 SAN CARLOS CA 94070 SFD 7.250 6.980 $4,016.60 180 1-Jul-11
4517903 UPPER SAINT CLAIR PA 15241 SFD 6.875 6.605 $2,425.85 180 1-Jun-11
4517942 CREVE COEUR MO 63141 SFD 7.750 7.000 $2,965.02 180 1-Jul-11
4517976 EAST HAMPTON NY 11937 SFD 8.875 7.000 $765.21 180 1-Jun-11
4518000 NISKAYUNA NY 12309 SFD 7.250 6.980 $2,044.82 180 1-Jun-11
4518163 EATONS NECK NY 11768 SFD 8.250 7.000 $3,802.96 180 1-Jun-11
4518176 CHURCHILLE PA 18966 SFD 7.750 7.000 $837.74 180 1-May-11
4518236 THE WOODLANDS TX 77380 SFD 7.375 7.000 $2,529.79 180 1-Jun-11
4518314 NEWBURGH IN 47630 SFD 7.500 7.000 $2,135.84 180 1-Jun-11
4518330 SANTA CRUZ CA 95060 SFD 7.625 7.000 $2,981.28 180 1-Jun-11
4518396 RANCHO MIRAGE CA 92270 SFD 8.625 7.000 $4,960.40 180 1-May-11
4518419 PALM BEACH GARDENS FL 33418 SFD 8.375 7.000 $2,377.10 180 1-May-11
4518467 CALIFON NJ 07830 SFD 7.375 7.000 $2,199.54 180 1-Jun-11
4518478 BLUFFTON SC 29910 SFD 7.625 7.000 $2,404.46 180 1-Jul-11
4518490 BEAUMONT TX 77706 SFD 7.750 7.000 $3,040.33 180 1-Jun-11
4518513 GLEN COVE NY 11542 SFD 8.000 7.000 $2,330.36 180 1-Jul-11
4518517 MAHOPAC NY 10541 SFD 8.375 7.000 $1,026.30 180 1-Jun-11
4518540 BRENTWOOD TN 37027 SFD 7.875 7.000 $2,921.23 180 1-Jun-11
4518551 GREENWICH CT 06870 SFD 7.625 7.000 $4,459.07 180 1-Jun-11
4518559 HAVERHILL MA 01832 SFD 7.625 7.000 $2,157.85 180 1-Jul-11
4518602 WOODINVILLE WA 98072 SFD 7.125 6.855 $3,224.76 180 1-Jun-11
4518639 NAPERVILLE IL 60540 SFD 7.125 6.855 $3,351.58 180 1-Jun-11
4518647 BEL AIR MD 21014 SFD 7.500 7.000 $2,030.16 180 1-Jul-11
4518681 THE WOODLANDS TX 77382 SFD 7.500 7.000 $3,559.73 180 1-Jun-11
4518725 MT JULIET TN 37122 SFD 7.875 7.000 $2,276.28 180 1-Jun-11
4518734 DANVILLE CA 94506 SFD 7.250 6.980 $2,168.05 180 1-Jun-11
4518858 HOUSTON TX 77005 SFD 7.625 7.000 $2,951.86 180 1-Jun-11
4518930 CLARKSTON MI 48348 SFD 7.500 7.000 $2,317.54 180 1-Jul-11
4518951 COCHRANVILLE PA 19330 SFD 7.375 7.000 $2,575.79 180 1-Jul-11
4518963 SAN ANTONIO TX 78209 SFD 7.125 6.855 $3,433.10 180 1-Apr-11
4518974 HIGHLANDS RANCH CO 80126 SFD 7.125 6.855 $2,074.36 180 1-Jun-11
4519009 LOS ANGELES CA 90066 SFD 8.500 7.000 $3,938.96 180 1-May-11
4519097 SNOHOMISH WA 98290 SFD 6.875 6.605 $1,560.75 180 1-Jan-11
4519131 LOS ALTOS CA 94024 SFD 7.750 7.000 $3,482.73 180 1-Jun-11
4519133 BALDWIN MD 21013 SFD 7.375 7.000 $4,231.65 180 1-Jun-11
4519145 PARADISE VALLEY AZ 85253 SFD 7.625 7.000 $2,522.16 180 1-Jul-11
4519351 BRICK NJ 08724 SFD 7.875 7.000 $2,987.62 180 1-Jun-11
4519398 PASADENA CA 91107 SFD 7.875 7.000 $2,750.51 180 1-Jun-11
4519621 NETCONG NJ 07857 SFD 7.875 7.000 $374.64 180 1-Jul-11
4519634 HARRISONBURG VA 22801 SFD 7.250 6.980 $2,267.56 180 1-Jul-11
4519657 ENGLEWOOD CLIFFS NJ 07632 SFD 8.000 7.000 $3,501.51 180 1-Jun-11
4519691 RANCHO CUCAMONGA CA 91739 SFD 8.250 7.000 $2,883.75 180 1-Jun-11
4519693 SPRING TX 77379 SFD 8.000 7.000 $570.05 180 1-Jun-11
4519701 DIX HILLS NY 11746 SFD 7.875 7.000 $1,714.33 180 1-Jul-11
4519709 PALOS VERDES ESTATES CA 90274 SFD 8.125 7.000 $3,129.37 180 1-Jul-11
4519753 CLIO CA 96106 SFD 7.875 7.000 $2,845.35 180 1-Jul-11
4519818 SAN JOSE CA 95135 SFD 7.875 7.000 $2,655.66 180 1-Apr-11
4519857 SOUTHLAKE TX 76092 SFD 7.625 7.000 $2,475.92 180 1-Jun-11
4519880 INDIANAPOLIS IN 46208 SFD 8.375 7.000 $3,078.90 180 1-Jun-11
4519913 CLIFTON NJ 07013 SFD 7.750 7.000 $1,741.36 180 1-May-11
4519990 ALPHARETTA GA 30201 SFD 8.125 7.000 $3,899.68 180 1-Jun-11
4520017 WALLER TX 77484 SFD 8.375 7.000 $488.72 180 1-May-11
4520043 BOYDS MD 20841 SFD 7.750 7.000 $3,012.09 180 1-May-11
4520049 PHOENIX AZ 85048 SFD 7.750 7.000 $2,532.04 180 1-Jul-11
4520208 BRECKENRIDGE CO 80424 PUD 8.250 7.000 $2,144.02 180 1-May-11
4520410 BALD HEAD ISLAND NC 28465 SFD 8.125 7.000 $2,643.12 180 1-May-11
4520446 NEWTON MA 02168 SFD 7.500 7.000 $3,847.11 180 1-Apr-11
4520479 BATON ROUGE LA 70809 SFD 7.875 7.000 $3,043.58 180 1-May-11
4520566 FOX POINT WI 53217 SFD 7.625 7.000 $2,101.80 180 1-Jul-11
4520608 CLARKSBURG NJ 08510 SFD 7.375 7.000 $1,839.85 180 1-Jun-11
4520611 GREENBRAE CA 94904 LCO 7.625 7.000 $2,466.10 180 1-Apr-11
4520633 ELBERT CO 80106 SFD 7.250 6.980 $2,368.88 180 1-Jul-11
4520650 GULF SHORES AL 36542 SFD 8.250 7.000 $3,022.96 180 1-May-11
4520667 PALM DESERT CA 92260 SFD 8.250 7.000 $1,270.88 180 1-Apr-11
4520670 STEVENSON RANCH CA 91381 SFD 8.250 7.000 $2,435.05 180 1-Apr-11
4520720 DARIEN CT 06820 SFD 7.875 7.000 $2,579.79 180 1-Jun-11
4520727 PUYALLUP WA 98373 SFD 7.500 7.000 $2,883.01 180 1-Jun-11
4520744 STATEN ISLAND NY 10309 SFD 7.125 6.855 $2,762.79 180 1-Jun-11
4520757 FOUNTAIN HILLS AZ 85268 SFD 7.750 7.000 $2,324.95 180 1-May-11
4520798 NORTH POTOMAC MD 20878 SFD 7.125 6.855 $3,170.41 180 1-Jul-11
4520824 EAST MORICHES NY 11940 SFD 7.375 7.000 $2,067.99 180 1-Jul-11
4520912 DULUTH GA 30155 SFD 7.875 7.000 $4,742.25 180 1-Apr-11
4520914 NAPLES FL 33963 HCO 8.125 7.000 $2,888.65 180 1-Jul-11
4520923 CARMEL IN 46032 SFD 7.250 6.980 $2,309.55 180 1-Jul-11
4520975 ORANGE CA 92667 SFD 7.875 7.000 $3,139.37 180 1-Jun-11
4521024 MERRICK NY 11566 SFD 8.875 7.000 $2,084.17 180 1-Jun-11
4521166 SUGAR LAND TX 77478 SFD 7.625 7.000 $2,421.27 180 1-Jun-11
4521323 PHOENIX AZ 85044 SFD 7.750 7.000 $2,541.45 180 1-Jun-11
4521588 BALTIMORE MD 21234 SFD 7.750 7.000 $3,058.21 180 1-Dec-10
4521797 NORTHRIDGE CA 91326 SFD 8.500 7.000 $1,723.30 180 1-Jun-11
4521859 LA QUINTA CA 92253 LCO 8.250 7.000 $3,395.50 180 1-May-11
4521883 RALEIGH NC 27615 SFD 7.125 6.855 $2,717.50 180 1-Jun-11
4521884 RANDOLPH NJ 07970 SFD 7.125 6.855 $2,264.58 180 1-Jun-11
4521906 KEY WEST FL 33040 SFD 7.750 7.000 $2,447.32 180 1-Jul-11
4522039 MONTEREY CA 93940 SFD 7.250 6.980 $4,126.15 180 1-Jul-11
4522067 UNION CITY CA 94587 SFD 8.750 7.000 $2,526.61 180 1-Jun-11
4522069 COLORADO SPRINGS CO 80906 SFD 8.125 7.000 $4,360.90 180 1-Jun-11
4522084 KNOXVILLE TN 37919 SFD 7.875 7.000 $3,912.36 180 1-May-11
4522089 APPLE VALLEY MN 55124 SFD 7.875 7.000 $3,012.28 180 1-May-11
4522121 SANTA FE NM 87501 SFD 7.625 7.000 $3,082.63 180 1-Jul-11
4522205 IRVINE CA 92714 SFD 8.000 7.000 $3,230.11 180 1-May-11
4522306 GREAT FALLS VA 22066 SFD 7.750 7.000 $2,000.22 180 1-Jul-11
4522332 COLUMBIA PA 17512 SFD 7.500 7.000 $1,980.10 180 1-Jul-11
4522381 CHANDLER AZ 85224 SFD 8.625 7.000 $1,073.44 180 1-May-11
4522467 MONTGOMERY TOWNSHIP NJ 08502 SFD 7.750 7.000 $2,033.16 180 1-Jul-11
4522475 WILDWOOD MO 63011 SFD 7.000 6.730 $2,031.36 180 1-Jul-11
4522485 GILROY CA 95020 SFD 8.500 7.000 $6,400.81 180 1-Jun-11
4522522 NORTHFORD CT 06472 SFD 8.000 7.000 $764.53 180 1-Jun-11
4522599 HUNTINGTON BEACH CA 92646 SFD 8.000 7.000 $2,279.24 180 1-Jun-11
4522624 AVENTURA FL 33180 HCO 8.375 7.000 $581.57 180 1-May-11
4522625 CUPERTINO CA 95014 SFD 8.000 7.000 $3,249.22 180 1-May-11
4522706 ATLANTA GA 30328 SFD 7.125 6.855 $2,581.62 180 1-Jun-11
4522819 MOUNTAIN LAKES NJ 07046 SFD 7.875 7.000 $3,319.57 180 1-Mar-11
4522828 EDISON NJ 08820 SFD 7.250 6.980 $3,468.88 180 1-Mar-11
4522853 REDONDO BEACH CA 90277 LCO 7.750 7.000 $2,202.59 180 1-Jun-11
4522867 NORTH MIAMI BEACH FL 33160 SFD 7.500 7.000 $5,353.50 180 1-Jul-11
4522888 BRENTWOOD TN 37027 SFD 7.625 7.000 $3,497.85 180 1-Jul-11
4522925 PALM CITY FL 34990 SFD 7.250 6.980 $2,592.54 180 1-Jul-11
4522928 NORTH HALEDON NJ 07041 LCO 8.625 7.000 $992.09 180 1-Jul-11
4522964 BURR RIDGE IL 60521 SFD 7.750 7.000 $3,059.15 180 1-Jul-11
4523025 JACKSONVILLE OR 97530 SFD 8.500 7.000 $3,200.41 180 1-Jul-11
4523049 ANTHONY NM 88021 SFD 7.500 7.000 $2,317.54 180 1-Jul-11
4523062 FREDERICK MD 21702 SFD 7.500 7.000 $2,979.42 180 1-Apr-11
4523063 NORTH MIAMI BEACH FL 33179 SFD 8.000 7.000 $2,866.96 180 1-Jun-11
4523081 RIDGEFIELD CT 06877 SFD 7.375 7.000 $2,906.96 180 1-Jun-11
4523096 EUGENE OR 97408 SFD 7.500 7.000 $3,244.55 180 1-Jul-11
4523399 MIAMI BEACH FL 33141 SFD 7.875 7.000 $2,921.23 180 1-Jun-11
4523403 MCLEAN VA 22101 SFD 8.250 7.000 $2,861.91 180 1-Jun-11
4523405 DEARBORN HEIGHTS MI 48127 SFD 7.125 6.855 $2,377.81 180 1-May-11
4523440 SHREVEPORT LA 71107 SFD 7.625 7.000 $2,765.03 180 1-Jun-11
4523499 WEST ISLIP NY 11795 SFD 7.875 7.000 $1,754.64 180 1-Jul-11
4523526 NEWPORT BEACH CA 92660 SFD 7.500 7.000 $3,403.99 180 1-Jun-11
4523659 RESCUE CA 95672 SFD 7.750 7.000 $3,957.13 180 1-Jul-11
4523668 EDISON NJ 08820 SFD 7.500 7.000 $2,790.31 180 1-Jul-11
4523734 PLEASANTON CA 94588 SFD 8.125 7.000 $2,339.33 180 1-Aug-11
4523763 WILTON CT 06897 SFD 7.375 7.000 $3,311.73 180 1-Jul-11
4523794 ROCHESTER NY 14618 SFD 8.625 7.000 $968.28 180 1-Aug-11
4523868 MANHATTAN BEACH CA 90266 SFD 7.750 7.000 $5,718.26 180 1-Jun-11
4524218 LOS ALTOS CA 94024 SFD 8.000 7.000 $6,211.74 180 1-Aug-11
4524234 PEBBLE BEACH CA 93953 SFD 7.875 7.000 $2,418.55 180 1-Jun-11
4524282 HOUSTON TX 77068 SFD 7.750 7.000 $2,756.06 180 1-Jun-11
4524383 FARMINGVILLE NY 11738 SFD 8.750 7.000 $649.65 180 1-Aug-11
4524412 SPRING TX 77379 SFD 7.500 7.000 $3,114.77 180 1-Jul-11
4524440 SAN JOSE CA 95126 SFD 7.500 7.000 $2,061.22 180 1-Jul-11
4524566 PACIFIC PALISADES CA 90272 LCO 8.250 7.000 $2,231.33 180 1-Jun-11
4524723 RIVER RIDGE LA 70123 SFD 7.875 7.000 $2,086.59 180 1-Jul-11
4524989 MENDHAM NJ 07926 SFD 7.750 7.000 $5,647.66 180 1-Jul-11
4525023 SAN FRANCISCO CA 94127 SFD 7.875 7.000 $3,509.27 180 1-Jun-11
4525026 GERMANTOWN TN 38138 SFD 7.375 7.000 $4,599.62 180 1-Jul-11
4525112 TEUKSBURY NJ 07830 SFD 7.625 7.000 $3,362.87 180 1-Aug-11
4525454 LOS ANGELES CA 90046 SFD 7.750 7.000 $5,647.66 180 1-Jul-11
4525478 LOS ANGELES CA 90004 SFD 7.750 7.000 $5,261.74 180 1-Apr-11
4525482 LAKE FOREST CA 92630 SFD 8.000 7.000 $2,360.47 180 1-Apr-11
4525483 GOLDEN CO 80401 SFD 7.250 6.980 $2,355.19 180 1-Apr-11
4525488 VIRGINIA BEACH VA 23452 SFD 7.500 7.000 $5,423.03 180 1-May-11
4525493 PHOENIX AZ 85044 SFD 8.000 7.000 $2,186.54 180 1-May-11
4525498 LAREDO TX 78043 SFD 7.875 7.000 $2,428.04 180 1-Apr-11
4525532 SANTA MONICA CA 90405 LCO 6.625 6.355 $4,495.33 180 1-Mar-11
4525535 COLTS NECK NJ 07722 SFD 7.625 7.000 $4,997.60 180 1-Apr-11
4525536 BANDON OR 97411 SFD 8.375 7.000 $1,446.60 180 1-Jun-11
4525537 NASHVILLE TN 37221 SFD 6.250 5.980 $2,658.02 180 1-May-11
4525543 LITTLE ROCK AR 72211 SFD 7.125 6.855 $3,138.70 180 1-Apr-11
4525545 SANTA FE NM 87501 SFD 8.125 7.000 $3,531.86 180 1-Jun-11
4525557 APEX NC 27502 SFD 6.750 6.480 $3,183.47 180 1-Apr-11
4525564 CARROLLTON GA 30117 SFD 7.000 6.730 $2,258.31 180 1-Apr-11
4525566 BRECKENRIDGE CO 80424 SFD 7.750 7.000 $3,219.17 180 1-May-11
4525572 PHILADELPHIA PA 19118 SFD 6.625 6.355 $2,245.04 180 1-Apr-11
4525573 ROSWELL GA 30076 SFD 7.500 7.000 $2,530.75 180 1-Apr-11
4525580 CHESTER SPRINGS PA 19425 SFD 6.625 6.355 $3,055.42 180 1-May-11
4525589 SEA GRIT NJ 08750 SFD 7.125 6.855 $2,581.62 180 1-Apr-11
4525590 SCOTTSDALE AZ 85259 SFD 7.125 6.855 $2,283.60 180 1-Mar-11
4525597 CENTERVILLE OH 45459 SFD 7.500 7.000 $4,672.15 180 1-Apr-11
4525598 TOMBALL TX 77375 SFD 7.000 6.730 $2,183.25 180 1-Mar-11
4525601 CARBONDALE IL 62901 SFD 6.500 6.230 $2,439.10 180 1-Apr-11
4525610 MOUNT PLEASANT SC 29464 SFD 7.000 6.730 $3,020.07 180 1-Mar-11
4525615 MORRIS NJ 07960 SFD 6.750 6.480 $3,504.25 180 1-Apr-11
4525616 LA JOLLA CA 92037 SFD 7.000 6.730 $3,325.67 180 1-Mar-11
4525619 LEXINGTON SC 29072 SFD 6.750 6.480 $2,477.75 180 1-Apr-11
4525620 HAVERFORD PA 19041 SFD 8.000 7.000 $2,240.05 180 1-Jul-11
4525622 CORAL GABLES FL 33134 SFD 7.000 6.730 $2,921.20 180 1-Apr-11
4525624 CLAYTON CA 94517 SFD 7.000 6.730 $2,301.00 180 1-Apr-11
4525628 FAYETTEVILLE NC 28303 SFD 7.125 6.855 $2,320.26 180 1-May-11
4525631 VOORHEES NJ 08043 SFD 6.375 6.105 $2,592.76 180 1-Apr-11
4525632 RIVERSIDE CA 92503 SFD 7.125 6.855 $2,173.99 180 1-Mar-11
4525635 HIGH POINT NC 27262 SFD 7.625 7.000 $2,087.79 180 1-Apr-11
4525637 SCHNECKSVILLE PA 18078 SFD 7.000 6.730 $3,541.39 180 1-Apr-11
4525638 DALLAS TX 75287 SFD 6.875 6.605 $2,885.15 180 1-Apr-11
4525646 HOUSTON TX 77024 SFD 7.750 7.000 $2,541.45 180 1-May-11
4525666 SAN DIEGO CA 92130 SFD 6.875 6.605 $3,744.90 180 1-Apr-11
4525672 DALLAS TX 75287 SFD 7.625 7.000 $5,044.31 180 1-May-11
4525674 AUSTIN TX 78746 SFD 8.125 7.000 $2,907.91 180 1-Apr-11
4525676 RANCHO PALOS VERDES CA 90275 SFD 7.750 7.000 $2,193.18 180 1-May-11
4525678 OREM UT 84057 SFD 8.000 7.000 $2,102.43 180 1-May-11
4525680 FREMONT CA 94539 SFD 7.750 7.000 $3,765.11 180 1-Apr-11
4525684 FORT WORTH TX 76132 SFD 6.875 6.605 $4,637.65 180 1-Apr-11
4525690 FREMONT CA 94539 SFD 7.625 7.000 $3,325.51 180 1-Apr-11
4525695 OAKDALE NY 11769 SFD 8.500 7.000 $640.09 180 1-Jul-11
4525717 OXNARD CA 93035 SFD 7.875 7.000 $2,086.59 180 1-Jul-11
4525898 ELLICOTT CITY MD 21042 SFD 7.750 7.000 $1,506.04 180 1-Jun-11
4525922 NORTHRIDGE CA 91326 SFD 8.000 7.000 $3,058.09 180 1-May-11
4525930 GLENDALE CA 91206 SFD 8.750 7.000 $3,598.02 180 1-Jun-11
4526026 MCDONOUGH GA 30253 SFD 8.000 7.000 $3,186.63 180 1-Jul-11
4526220 RENO NV 89509 SFD 8.750 7.000 $3,797.90 180 1-Jul-11
4526457 COSTA MESA CA 92626 SFD 7.750 7.000 $2,965.02 180 1-Jul-11
4526600 SAN JOSE CA 95118 SFD 8.500 7.000 $3,771.56 180 1-Jun-11
4526656 KIHEI HI 96753 LCO 8.250 7.000 $4,317.12 180 1-May-11
4526684 DORAVILLE GA 30360 SFD 7.625 7.000 $2,428.74 180 1-Aug-11
4526732 PALM HARBOR FL 34684 SFD 8.500 7.000 $965.05 180 1-Jul-11
4526734 NORTH MIAMI BEACH FL 33179 LCO 8.625 7.000 $323.67 180 1-Jun-11
4526744 HONOLULU HI 96816 SFD 8.000 7.000 $4,615.80 180 1-Aug-11
4526784 LOS ALAMITOS CA 90720 SFD 8.000 7.000 $3,096.31 180 1-May-11
4526793 OMAHA NE 68118 SFD 7.750 7.000 $2,447.32 180 1-Jul-11
4526798 GAINESVILLE GA 30131 SFD 7.625 7.000 $3,437.60 180 1-May-11
4526799 LAS VEGAS NV 89134 SFD 7.875 7.000 $2,655.66 180 1-May-11
4526802 LA CANADA CA 91011 SFD 7.000 6.730 $3,415.55 180 1-May-11
4526806 COLORADO SPRINGS CO 80904 SFD 7.125 6.855 $2,250.99 180 1-May-11
4526809 LOVELAND CO 80538 SFD 6.750 6.480 $2,831.72 180 1-Apr-11
4526812 BOCA RATON FL 33489 SFD 8.000 7.000 $4,921.61 180 1-May-11
4526815 MERCER ISLAND WA 98040 SFD 8.250 7.000 $2,667.89 180 1-May-11
4526819 RALEIGH NC 27615 SFD 7.625 7.000 $2,234.44 180 1-May-11
4526821 INDIANAPOLIS IN 46240 SFD 8.375 7.000 $2,607.77 180 1-May-11
4526822 DALLAS TX 75248 SFD 7.875 7.000 $2,238.34 180 1-May-11
4526823 HUNTSVILLE AL 35801 SFD 7.125 6.855 $4,030.95 180 1-Mar-11
4526832 FALLBROOK CA 92028 SFD 7.625 7.000 $2,637.98 180 1-May-11
4526835 BRIDGEWATER NJ 08836 SFD 7.125 6.855 $3,514.62 180 1-May-11
4526837 NEWPORT NEWS VA 23601 SFD 7.500 7.000 $2,632.72 180 1-May-11
4526838 COLORADO SPRINGS CO 80919 SFD 7.750 7.000 $2,576.74 180 1-May-11
4526841 BERNARDS NJ 07920 SFD 7.750 7.000 $2,823.83 180 1-May-11
4526843 DALLAS TX 75225 SFD 7.625 7.000 $3,857.49 180 1-May-11
4526845 MANHATTEN BEACH CA 90266 SFD 7.750 7.000 $3,093.50 180 1-May-11
4526850 CUPERTINO CA 95014 PUD 7.875 7.000 $2,617.72 180 1-May-11
4526857 GUILFORD CT 06437 SFD 7.500 7.000 $3,447.56 180 1-May-11
4526859 MOORESTOWN NJ 08057 SFD 7.875 7.000 $3,319.58 180 1-Aug-11
4526862 BURR RIDGE IL 60521 SFD 7.500 7.000 $4,102.03 180 1-Mar-11
4526868 OLYMPIA FIELDS IL 60461 SFD 7.500 7.000 $2,141.40 180 1-May-11
4526872 FOUNTAIN HILLS AZ 85268 SFD 7.250 6.980 $2,519.50 180 1-May-11
4526876 WHEATON IL 60187 SFD 8.750 7.000 $2,148.81 180 1-May-11
4526880 DANVILLE CA 94506 SFD 8.500 7.000 $4,579.04 180 1-May-11
4526885 PLANO TX 75024 SFD 7.750 7.000 $3,426.25 180 1-Apr-11
4527004 ATLANTA GA 30305 SFD 7.375 7.000 $3,817.69 180 1-Aug-11
4527100 CYPRESS TX 77429 SFD 8.250 7.000 $1,940.29 180 1-Jun-11
4527310 AMES IA 50014 SFD 8.625 7.000 $2,398.36 180 1-Jul-11
4527376 ALPHARETTA GA 30201 SFD 7.625 7.000 $2,568.86 180 1-Aug-11
4527453 ADVANCE NC 27006 SFD 7.000 6.730 $2,202.13 180 1-May-11
4527456 PHOENIX AZ 85028 SFD 7.375 7.000 $3,878.40 180 1-May-11
4527511 PORTLAND OR 97201 SFD 7.875 7.000 $2,465.97 180 1-Aug-11
4527665 ATLANTA GA 30327 SFD 7.125 6.855 $3,623.33 180 1-Jul-11
4527736 WINTHROP HARBOR IL 60096 SFD 7.875 7.000 $2,148.24 180 1-Jun-11
4527753 AVALON NJ 08202 SFD 8.250 7.000 $3,123.85 180 1-May-11
4527905 NEW ROCHELLE NY 10804 SFD 8.000 7.000 $3,268.34 180 1-Jul-11
4528023 ELKRIDGE MD 21227 PUD 8.500 7.000 $1,336.78 180 1-Jul-11
4528130 COLLEYVILLE TX 76034 SFD 7.875 7.000 $2,655.66 180 1-Jul-11
4528234 BATON ROUGE LA 70816 SFD 7.375 7.000 $588.76 180 1-Jul-11
4528263 CORAL SPRINGS FL 33065 SFD 8.875 7.000 $1,118.60 180 1-May-11
4528278 NEWARK CA 94560 SFD 7.625 7.000 $2,316.64 180 1-Jun-11
4528662 ALPHARETTA GA 30202 SFD 8.000 7.000 $2,436.92 180 1-Jul-11
4528674 AUSTIN TX 78730 SFD 8.000 7.000 $2,293.57 180 1-Jul-11
4528788 FAIRFAX VA 22032 SFD 7.500 7.000 $2,299.00 180 1-May-11
4528820 WESTPORT CT 06880 SFD 7.500 7.000 $2,410.24 180 1-Jul-11
4528876 PLAINVIEW TX 79072 SFD 8.000 7.000 $2,828.74 180 1-Aug-11
4529148 HADDONFIELD NJ 08033 SFD 8.250 7.000 $3,395.49 180 1-May-11
4529423 FLORAL PARK NY 11001 SFD 8.000 7.000 $1,146.79 180 1-Aug-11
4529540 SHELBURNE VT 05482 SFD 8.125 7.000 $2,407.21 180 1-Jul-11
4529661 VOORHEES NJ 08043 LCO 8.125 7.000 $1,348.04 180 1-Jun-11
4529701 GALVESTON TX 77551 SFD 8.500 7.000 $711.97 180 1-Jun-11
4530607 HOLLIS NY 11423 SFD 8.500 7.000 $1,772.54 180 1-Aug-11
4530721 ARLINGTON VA 22203 HCO 7.875 7.000 $2,579.79 180 1-Jun-11
4530755 MARLBORO NJ 07746 SFD 7.500 7.000 $2,298.99 180 1-Jun-11
4530762 BELLEVUE WA 98006 SFD 7.500 7.000 $2,271.18 180 1-Jun-11
4530771 SNOHOMISH WA 98290 SFD 7.375 7.000 $2,870.16 180 1-Jun-11
4530840 PHOENIX AZ 85045 SFD 7.750 7.000 $2,387.08 180 1-Jun-11
4530961 PALM DESERT CA 92211 SFD 8.250 7.000 $2,501.51 180 1-Jun-11
4531064 CONROE TX 77304 SFD 8.625 7.000 $1,061.53 180 1-Aug-11
4531432 SALEM UT 84653 SFD 8.875 7.000 $735.00 180 1-Jul-11
4531840 PANAMA CITY BEACH FL 32413 SFD 8.000 7.000 $428.14 180 1-May-11
4534873 GILBERT AZ 85233 SFD 8.625 7.000 $1,131.97 180 1-Aug-11
</TABLE>
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- -------------- ------ --------- --------- ------- ------- ------- -------
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANC SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- -------------- ------ --------- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3015273 $55,586.62 53.13 0.250 0.020 1.105
4452040 $144,195.38 73.17 0.250 0.020 0.000
4456581 $96,747.51 40.00 0.250 0.020 0.855
4456887 $100,016.80 69.33 0.250 0.020 0.000
4458043 $87,041.70 75.00 0.250 0.020 0.730
4459062 $140,576.79 75.45 0.250 0.020 0.000
4460397 $347,785.10 68.76 0.250 0.020 0.000
4462275 $241,759.54 59.88 0.250 0.020 0.105
4465715 $195,780.06 61.19 0.250 0.020 0.000
4465895 $100,590.53 74.96 0.250 0.020 0.105
4471406 $413,046.40 79.92 0.250 0.020 0.605
4474808 $250,405.26 80.00 0.250 0.020 0.000
4475088 $41,607.92 75.00 0.250 0.020 0.730
4478661 $363,654.82 77.57 0.250 0.020 0.855
4481991 $216,664.61 68.55 0.250 0.020 0.105
4484320 $223,206.16 49.93 0.250 0.020 0.855
4486361 $432,242.95 78.29 0.250 0.020 0.000
4486767 $415,942.01 78.70 0.250 0.020 0.355
4488296 $147,209.34 73.17 0.250 0.020 0.105
4488363 $286,161.38 64.49 0.250 0.020 0.605
4488726 $68,618.54 52.55 0.250 0.020 0.605
4488967 $271,868.56 78.40 GD 3YR 0.250 0.020 0.000
4489261 $295,144.59 80.00 0.250 0.020 0.730
4492021 $319,787.88 80.00 0.250 0.020 0.000
4492028 $292,116.39 75.00 0.250 0.020 0.000
4492975 $423,021.65 32.85 0.250 0.020 0.000
4493581 $279,226.05 80.00 0.250 0.020 1.230
4495059 $432,918.12 80.00 0.250 0.020 0.105
4495679 $257,655.19 80.00 0.250 0.020 0.355
4495822 $226,693.47 63.04 0.250 0.020 0.000
4496525 $348,576.15 80.00 0.250 0.020 0.000
4496847 $365,721.12 80.00 0.250 0.020 0.000
4497613 $248,434.96 88.34 0.250 0.020 0.000
4498617 $278,741.06 70.31 0.250 0.020 0.480
4499395 $230,383.35 75.97 0.250 0.020 0.105
4500510 $347,808.95 31.96 0.250 0.020 0.000
4501080 $261,732.97 63.48 0.250 0.020 0.605
4503023 $135,103.18 79.99 0.250 0.020 0.605
4503257 $299,103.86 57.47 0.250 0.020 0.355
4503751 $270,489.54 90.00 0.250 0.020 0.000
4503850 $367,633.08 68.52 0.250 0.020 0.000
4503963 $264,855.15 80.00 0.250 0.020 0.730
4504311 $232,166.62 79.93 0.250 0.020 0.355
4504364 $240,309.06 61.00 0.250 0.020 0.355
4504634 $352,537.25 71.20 GD 3YR 0.250 0.020 0.000
4505106 $124,217.48 33.33 0.250 0.020 0.000
4505610 $411,204.50 80.00 0.250 0.020 0.000
4505628 $385,633.50 70.78 0.250 0.020 0.000
4505656 $58,001.98 32.43 0.250 0.020 0.000
4505762 $282,196.97 60.64 0.250 0.020 0.000
4505846 $275,129.23 80.00 0.250 0.020 0.000
4506292 $114,060.70 79.31 0.250 0.020 1.480
4506378 $231,052.83 80.00 0.250 0.020 0.000
4506589 $397,441.19 45.71 0.250 0.020 0.000
4506606 $393,686.85 61.16 0.250 0.020 0.000
4506759 $335,127.69 67.66 0.250 0.020 0.980
4507191 $225,222.49 95.00 01 0.250 0.020 0.105
4507206 $492,354.73 78.13 0.250 0.020 0.230
4507398 $235,487.10 92.31 01 0.250 0.020 0.000
4507477 $240,180.40 77.48 0.250 0.020 0.355
4507504 $247,542.14 79.37 0.250 0.020 0.000
4507670 $264,773.46 79.99 0.250 0.020 0.000
4507767 $248,383.41 44.2 GD 3YR 0.250 0.020 0.000
4507771 $311,362.19 90.00 01 0.250 0.020 0.855
4507966 $643,609.60 62.50 0.250 0.020 0.000
4508285 $323,368.09 89.90 0.250 0.020 0.000
4508542 $273,297.03 68.32 0.250 0.020 0.000
4508660 $91,124.12 76.67 0.250 0.020 0.000
4508691 $316,524.46 74.94 0.250 0.020 0.000
4508770 $413,296.86 58.33 0.250 0.020 0.000
4508834 $325,105.83 80.00 0.250 0.020 0.605
4509151 $319,012.16 68.38 0.250 0.020 0.000
4509176 $278,324.83 76.99 0.250 0.020 0.000
4509386 $235,709.69 75.56 0.250 0.020 0.000
4509389 $263,467.62 87.21 0.250 0.020 0.000
4509566 $234,892.79 86.25 0.250 0.020 0.000
4509624 $297,113.07 54.55 0.250 0.020 0.000
4509790 $301,074.59 80.00 0.250 0.020 0.000
4509793 $515,061.77 70.00 0.250 0.020 0.980
4510061 $393,750.97 67.80 0.250 0.020 0.000
4510086 $380,131.32 85.00 0.250 0.020 0.000
4510183 $232,125.06 74.13 0.250 0.020 0.000
4510310 $596,482.09 80.00 0.250 0.020 0.605
4510318 $486,932.52 74.81 0.250 0.020 0.000
4510352 $99,373.97 55.56 0.250 0.020 0.000
4510392 $251,605.24 79.39 0.250 0.020 0.000
4510401 $396,201.90 44.44 0.250 0.020 0.230
4510416 $296,963.21 66.67 0.250 0.020 0.000
4510435 $428,833.22 67.66 0.250 0.020 0.000
4510560 $102,008.82 75.18 0.250 0.020 0.000
4510586 $397,357.34 62.75 0.250 0.020 0.000
4510688 $473,449.36 52.53 0.250 0.020 0.000
4510788 $332,726.72 68.33 0.250 0.020 0.000
4510797 $511,696.24 54.19 0.250 0.020 0.105
4510930 $259,678.12 62.23 0.250 0.020 0.000
4510941 $120,650.38 53.04 0.250 0.020 0.000
4510942 $484,674.81 53.49 0.250 0.020 0.230
4511193 $266,340.38 47.69 0.250 0.020 0.000
4511268 $296,825.51 75.00 0.250 0.020 1.105
4511288 $123,920.96 58.14 0.250 0.020 0.855
4511310 $117,528.31 70.52 0.250 0.020 0.355
4511346 $72,763.25 28.85 0.250 0.020 1.355
4511396 $255,100.87 53.65 0.250 0.020 0.000
4511720 $256,180.54 64.23 0.250 0.020 0.000
4511771 $442,303.68 74.17 0.250 0.020 0.230
4511935 $351,958.52 70.00 0.250 0.020 0.000
4511943 $87,936.26 11.84 0.250 0.020 0.000
4511945 $115,031.28 69.88 0.250 0.020 1.230
4512007 $226,263.19 80.00 0.250 0.020 0.605
4512102 $269,157.38 90.00 0.250 0.020 0.000
4512181 $296,458.94 80.00 0.250 0.020 0.605
4512310 $276,477.21 66.88 0.250 0.020 0.000
4512314 $255,771.08 75.04 0.250 0.020 0.000
4512323 $280,334.64 70.33 0.250 0.020 0.000
4512339 $417,342.11 46.67 0.250 0.020 0.000
4512347 $213,624.63 61.43 0.250 0.020 0.000
4512364 $228,606.40 79.31 0.250 0.020 0.230
4512456 $45,428.00 52.50 0.250 0.020 0.980
4512496 $495,290.93 75.19 0.250 0.020 0.000
4512540 $32,061.40 59.91 0.250 0.020 0.480
4512609 $326,312.85 75.00 0.250 0.020 0.480
4512716 $248,400.73 58.28 0.250 0.020 0.000
4512743 $248,468.61 58.14 0.250 0.020 0.105
4512857 $41,366.63 80.00 0.250 0.020 1.105
4512910 $267,591.41 79.88 0.250 0.020 0.480
4512923 $262,873.65 75.71 0.250 0.020 0.105
4512979 $496,937.21 52.63 0.250 0.020 0.105
4513041 $99,078.35 62.50 0.250 0.020 0.105
4513079 $177,891.81 70.59 0.250 0.020 0.230
4513097 $341,283.54 83.13 0.250 0.020 0.355
4513214 $250,191.49 52.99 0.250 0.020 0.355
4513263 $268,754.16 80.00 0.250 0.020 0.355
4513429 $223,498.04 63.83 0.250 0.020 0.000
4513616 $64,241.11 63.11 0.250 0.020 0.730
4513700 $239,298.72 72.73 0.250 0.020 0.605
4513749 $198,271.81 50.13 0.250 0.020 0.105
4514065 $157,612.32 73.95 0.250 0.020 0.730
4514119 $291,733.80 60.82 0.250 0.020 0.355
4514153 $218,681.48 75.28 0.250 0.020 0.355
4514163 $326,122.30 47.41 0.250 0.020 0.105
4514177 $596,243.90 78.69 0.250 0.020 0.000
4514184 $121,672.25 80.00 0.250 0.020 0.980
4514322 $221,777.47 89.98 06 0.250 0.020 0.480
4514462 $64,903.15 79.98 0.250 0.020 0.355
4514473 $267,669.29 69.23 0.250 0.020 0.855
4514479 $248,451.85 40.65 0.250 0.020 0.000
4514493 $226,769.81 80.00 0.250 0.020 0.105
4514710 $390,829.04 80.00 0.250 0.020 0.355
4514881 $219,938.43 75.00 0.250 0.020 0.480
4514965 $325,990.81 76.28 0.250 0.020 0.105
4515136 $275,303.22 74.86 0.250 0.020 0.105
4515212 $240,263.91 56.20 0.250 0.020 0.000
4515299 $213,654.06 75.17 0.250 0.020 0.000
4515333 $249,228.26 44.09 0.250 0.020 0.000
4515383 $93,854.00 34.55 0.250 0.020 0.355
4515475 $278,321.88 59.57 0.250 0.020 0.355
4515558 $133,872.60 66.50 0.250 0.020 1.230
4515559 $270,564.07 71.64 GD 2YR 0.250 0.020 0.000
4515567 $52,689.25 36.55 0.250 0.020 0.605
4515570 $99,439.03 45.45 0.250 0.020 1.105
4515571 $187,871.38 80.00 0.250 0.020 0.230
4515584 $286,018.15 64.70 0.250 0.020 0.000
4515639 $250,506.15 80.00 0.250 0.020 0.480
4515693 $145,673.21 65.29 0.250 0.020 1.230
4515706 $257,952.22 75.00 0.250 0.020 0.480
4515783 $397,549.76 49.38 0.250 0.020 0.105
4515827 $128,788.77 47.27 0.250 0.020 0.000
4515842 $340,398.69 74.17 0.250 0.020 0.000
4515871 $460,820.73 76.77 0.250 0.020 0.000
4515910 $315,107.72 64.00 0.250 0.020 0.355
4515955 $333,438.72 84.00 0.250 0.020 0.105
4515958 $358,876.50 70.45 0.250 0.020 0.000
4515991 $223,330.87 80.00 0.250 0.020 0.355
4516163 $296,022.83 90.00 33 0.250 0.020 0.480
4516166 $342,961.07 80.00 0.250 0.020 0.230
4516215 $49,573.09 34.42 0.250 0.020 0.980
4516234 $496,869.92 40.26 0.250 0.020 0.000
4516273 $221,750.14 79.43 0.250 0.020 0.605
4516397 $96,461.86 79.51 0.250 0.020 1.230
4516411 $642,294.98 68.72 0.250 0.020 0.855
4516413 $347,077.12 71.72 0.250 0.020 1.230
4516492 $231,177.29 90.00 11 0.250 0.020 0.355
4516497 $186,937.32 70.77 0.250 0.020 0.730
4516507 $294,005.95 75.00 0.250 0.020 1.105
4516536 $237,197.86 80.00 0.250 0.020 0.730
4516556 $107,641.73 60.67 0.250 0.020 0.605
4516640 $148,225.80 70.00 0.250 0.020 0.605
4516777 $298,241.05 58.82 0.250 0.020 0.605
4516819 $210,658.39 80.00 0.250 0.020 0.000
4516856 $474,046.14 79.50 0.250 0.020 0.000
4516961 $356,609.45 80.00 0.250 0.020 0.000
4517166 $201,376.58 75.00 0.250 0.020 1.230
4517173 $296,194.38 73.58 0.250 0.020 0.230
4517192 $101,099.99 44.35 0.250 0.020 0.605
4517250 $273,745.70 53.80 0.250 0.020 1.480
4517263 $139,317.58 76.61 0.250 0.020 0.000
4517309 $245,672.98 90.00 13 0.250 0.020 0.105
4517310 $419,307.48 71.76 0.250 0.020 0.480
4517315 $211,229.14 80.00 0.250 0.020 0.000
4517362 $399,214.40 62.12 0.250 0.020 0.000
4517395 $303,853.75 76.54 0.250 0.020 0.000
4517409 $154,882.66 75.13 0.250 0.020 0.230
4517416 $237,496.03 69.86 0.250 0.020 0.105
4517425 $280,679.14 78.57 0.250 0.020 0.105
4517433 $255,624.71 78.79 0.250 0.020 0.000
4517463 $275,625.70 55.50 0.250 0.020 0.000
4517464 $418,144.43 28.91 0.250 0.020 0.000
4517467 $251,030.39 68.27 0.250 0.020 0.000
4517501 $271,247.96 73.31 0.250 0.020 0.000
4517508 $232,990.41 90.00 06 0.250 0.020 0.105
4517551 $210,762.81 87.35 13 0.250 0.020 0.355
4517563 $378,766.12 70.56 0.250 0.020 0.605
4517617 $224,615.62 79.30 0.250 0.020 0.105
4517732 $218,622.76 80.00 0.250 0.020 0.000
4517870 $438,641.73 80.00 0.250 0.020 0.000
4517903 $270,259.99 80.00 GD 3YR 0.250 0.020 0.000
4517942 $314,069.35 66.32 0.250 0.020 0.480
4517976 $75,592.24 80.00 0.250 0.020 1.605
4518000 $222,347.00 81.45 33 0.250 0.020 0.000
4518163 $388,913.44 70.00 0.250 0.020 0.980
4518176 $88,206.05 52.35 0.250 0.020 0.480
4518236 $273,315.46 72.27 0.250 0.020 0.105
4518314 $229,003.97 80.00 0.250 0.020 0.230
4518330 $317,218.41 68.63 0.250 0.020 0.355
4518396 $495,870.51 68.97 0.250 0.020 1.355
4518419 $241,146.44 80.00 0.250 0.020 1.105
4518467 $237,333.07 71.37 0.250 0.020 0.105
4518478 $255,767.91 90.00 33 0.250 0.020 0.355
4518490 $321,085.26 73.08 0.250 0.020 0.480
4518513 $243,145.31 88.67 0.250 0.020 0.730
4518517 $104,410.97 75.00 0.250 0.020 1.105
4518540 $306,194.13 57.04 0.250 0.020 0.605
4518551 $474,489.12 75.00 0.250 0.020 0.355
4518559 $230,309.96 87.17 33 0.250 0.020 0.355
4518602 $353,771.38 74.98 0.250 0.020 0.000
4518639 $367,683.74 84.09 0.250 0.020 0.000
4518647 $218,338.59 70.87 0.250 0.020 0.230
4518681 $381,233.02 80.00 0.250 0.020 0.230
4518725 $238,592.84 80.00 0.250 0.020 0.605
4518734 $236,029.27 54.29 0.250 0.020 0.000
4518858 $314,105.98 80.00 0.250 0.020 0.355
4518930 $249,244.96 60.24 0.250 0.020 0.230
4518951 $279,145.04 65.12 0.250 0.020 0.105
4518963 $374,226.56 63.17 0.250 0.020 0.000
4518974 $227,566.41 71.79 0.250 0.020 0.000
4519009 $396,659.57 75.61 0.250 0.020 1.230
4519097 $171,025.18 76.09 0.250 0.020 0.000
4519131 $367,806.64 57.81 0.250 0.020 0.480
4519133 $457,182.23 80.00 0.250 0.020 0.105
4519145 $269,193.47 57.45 0.250 0.020 0.355
4519351 $313,153.10 26.25 0.250 0.020 0.605
4519398 $288,299.67 65.17 0.250 0.020 0.605
4519621 $39,384.58 34.35 0.250 0.020 0.605
4519634 $247,633.19 80.00 0.250 0.020 0.000
4519657 $364,275.26 80.00 0.250 0.020 0.730
4519691 $295,563.91 89.99 0.250 0.020 0.980
4519693 $59,273.94 43.86 0.250 0.020 0.730
4519701 $178,945.34 75.00 0.250 0.020 0.605
4519709 $324,071.15 57.52 0.250 0.020 0.855
4519753 $299,123.40 73.17 0.250 0.020 0.605
4519818 $276,695.01 87.50 01 0.250 0.020 0.605
4519857 $263,461.47 79.99 0.250 0.020 0.355
4519880 $313,232.93 90.00 12 0.250 0.020 1.105
4519913 $183,349.69 74.00 0.250 0.020 0.480
4519990 $402,677.18 75.00 0.250 0.020 0.855
4520017 $49,577.78 59.52 0.250 0.020 1.105
4520043 $317,145.38 80.00 0.250 0.020 0.480
4520049 $268,205.25 84.99 33 0.250 0.020 0.480
4520208 $219,112.15 79.98 0.250 0.020 0.980
4520410 $272,130.44 89.85 33 0.250 0.020 0.855
4520446 $409,939.36 73.84 0.250 0.020 0.230
4520479 $318,068.48 87.92 01 0.250 0.020 0.605
4520566 $224,327.89 75.00 0.250 0.020 0.355
4520608 $198,774.88 77.82 0.250 0.020 0.105
4520611 $260,815.41 76.97 0.250 0.020 0.355
4520633 $258,698.93 79.62 0.250 0.020 0.000
4520650 $308,939.67 80.00 0.250 0.020 0.980
4520667 $129,503.64 66.33 0.250 0.020 0.980
4520670 $246,771.98 80.43 0.250 0.020 0.980
4520720 $270,405.20 45.71 0.250 0.020 0.605
4520727 $309,115.61 68.35 0.250 0.020 0.230
4520744 $303,090.65 88.41 33 0.250 0.020 0.000
4520757 $244,795.60 73.73 0.250 0.020 0.480
4520798 $348,907.72 66.67 0.250 0.020 0.000
4520824 $224,113.59 77.52 0.250 0.020 0.105
4520912 $494,098.22 60.61 0.250 0.020 0.605
4520914 $299,142.60 61.86 0.250 0.020 0.855
4520923 $252,218.99 70.66 0.250 0.020 0.000
4520975 $328,810.82 72.27 0.250 0.020 0.605
4521024 $205,889.45 79.62 0.250 0.020 1.605
4521166 $257,545.90 80.00 0.250 0.020 0.355
4521323 $268,399.45 41.54 0.250 0.020 0.480
4521588 $317,044.98 90.00 01 0.250 0.020 0.480
4521797 $174,029.14 70.00 0.250 0.020 1.230
4521859 $347,011.80 72.16 0.250 0.020 0.980
4521883 $298,121.94 61.86 0.250 0.020 0.000
4521884 $248,434.96 52.63 0.250 0.020 0.000
4521906 $259,231.85 52.00 0.250 0.020 0.480
4522039 $450,604.68 80.00 0.250 0.020 0.000
4522067 $251,428.46 80.00 0.250 0.020 1.480
4522069 $450,302.46 56.62 0.250 0.020 0.855
4522084 $408,860.24 75.00 0.250 0.020 0.605
4522089 $314,797.60 80.00 0.250 0.020 0.605
4522121 $329,014.25 22.37 0.250 0.020 0.355
4522205 $335,050.10 75.11 0.250 0.020 0.730
4522306 $211,872.18 73.28 0.250 0.020 0.480
4522332 $212,954.90 80.00 0.250 0.020 0.230
4522381 $107,287.54 79.56 0.250 0.020 1.355
4522467 $215,361.84 65.45 0.250 0.020 0.480
4522475 $225,286.97 71.75 0.250 0.020 0.000
4522485 $646,393.99 66.33 0.250 0.020 1.230
4522522 $79,536.06 34.04 0.250 0.020 0.730
4522599 $237,116.93 90.00 33 0.250 0.020 0.730
4522624 $58,967.38 70.00 0.250 0.020 1.105
4522625 $337,003.47 79.63 0.250 0.020 0.730
4522706 $283,215.86 72.52 0.250 0.020 0.000
4522819 $344,379.78 58.33 0.250 0.020 0.605
4522828 $374,063.47 80.00 0.250 0.020 0.000
4522853 $232,612.86 90.00 0.250 0.020 0.480
4522867 $575,755.88 75.00 0.250 0.020 0.230
4522888 $373,331.47 70.65 0.250 0.020 0.355
4522925 $283,123.29 80.00 0.250 0.020 0.000
4522928 $99,726.66 44.44 0.250 0.020 1.355
4522964 $324,039.81 49.62 0.250 0.020 0.480
4523025 $324,101.67 72.22 0.250 0.020 1.230
4523049 $249,244.96 76.10 0.250 0.020 0.230
4523062 $317,480.77 73.21 0.250 0.020 0.230
4523063 $298,260.30 80.00 0.250 0.020 0.730
4523081 $314,064.31 38.54 0.250 0.020 0.105
4523096 $348,942.95 62.81 0.250 0.020 0.230
4523399 $305,187.57 80.00 0.250 0.020 0.605
4523403 $293,326.70 89.94 17 0.250 0.020 0.980
4523405 $260,027.74 73.32 0.250 0.020 0.000
4523440 $293,690.09 80.00 0.250 0.020 0.355
4523499 $184,459.42 56.06 0.250 0.020 0.605
4523526 $364,975.09 80.00 0.250 0.020 0.230
4523659 $419,157.95 75.07 0.250 0.020 0.480
4523668 $300,090.94 72.53 0.250 0.020 0.230
4523734 $242,950.00 90.00 0.250 0.020 0.855
4523763 $358,900.77 77.50 GD 3YR 0.250 0.020 0.105
4523794 $97,600.00 80.00 0.250 0.020 1.355
4523868 $603,898.77 77.49 0.250 0.020 0.480
4524218 $650,000.00 50.19 0.250 0.020 0.730
4524234 $253,504.89 79.69 0.250 0.020 0.605
4524282 $291,064.29 80.00 0.250 0.020 0.480
4524383 $65,000.00 29.28 0.250 0.020 1.480
4524412 $334,985.23 80.00 0.250 0.020 0.230
4524440 $221,678.47 74.99 0.250 0.020 0.230
4524566 $228,695.37 43.40 0.250 0.020 0.980
4524723 $219,357.16 73.33 0.250 0.020 0.605
4524989 $598,227.34 57.14 0.250 0.020 0.480
4525023 $367,830.62 57.66 0.250 0.020 0.605
4525026 $498,473.30 79.37 0.250 0.020 0.105
4525112 $360,000.00 59.02 0.250 0.020 0.355
4525454 $598,227.34 60.00 0.250 0.020 0.480
4525478 $548,401.93 66.31 0.250 0.020 0.480
4525482 $244,116.11 75.77 0.250 0.020 0.730
4525483 $254,785.26 78.42 0.250 0.020 0.000
4525488 $579,666.47 60.00 0.250 0.020 0.230
4525493 $226,803.14 80.00 0.250 0.020 0.730
4525498 $246,692.32 47.15 0.250 0.020 0.605
4525532 $503,564.02 77.58 0.250 0.020 0.000
4525535 $527,050.83 78.45 0.250 0.020 0.355
4525536 $147,167.33 80.00 0.250 0.020 1.105
4525537 $306,853.37 84.83 01 0.250 0.020 0.000
4525543 $337,741.37 90.00 13 0.250 0.020 0.000
4525545 $364,696.26 55.16 0.250 0.020 0.855
4525557 $355,071.20 79.94 0.250 0.020 0.000
4525564 $248,051.42 75.00 0.250 0.020 0.000
4525566 $338,949.12 45.91 0.250 0.020 0.480
4525572 $252,338.85 74.12 0.250 0.020 0.000
4525573 $269,670.95 65.94 0.250 0.020 0.230
4525580 $344,578.67 77.33 0.250 0.020 0.000
4525589 $281,410.46 50.89 0.250 0.020 0.000
4525590 $248,119.23 56.02 0.250 0.020 0.000
4525597 $497,854.08 80.00 0.250 0.020 0.230
4525598 $239,023.42 90.00 06 0.250 0.020 0.000
4525601 $276,280.20 80.00 0.250 0.020 0.000
4525610 $330,274.41 80.00 0.250 0.020 0.000
4525615 $389,939.59 70.09 0.250 0.020 0.000
4525616 $364,094.83 67.27 0.250 0.020 0.000
4525619 $276,358.43 69.14 0.250 0.020 0.000
4525620 $232,722.62 80.00 0.250 0.020 0.730
4525622 $320,862.51 71.43 0.250 0.020 0.000
4525624 $252,740.96 80.00 0.250 0.020 0.000
4525628 $253,734.58 64.04 0.250 0.020 0.000
4525631 $295,972.01 78.95 0.250 0.020 0.000
4525632 $236,182.98 88.56 06 0.250 0.020 0.000
4525635 $220,803.95 82.78 13 0.250 0.020 0.355
4525637 $388,984.10 84.73 01 0.250 0.020 0.000
4525638 $319,337.34 79.48 0.250 0.020 0.000
4525646 $267,591.41 69.23 0.250 0.020 0.480
4525666 $414,496.90 67.74 0.250 0.020 0.000
4525672 $535,130.01 75.00 0.250 0.020 0.355
4525674 $298,512.30 80.00 0.250 0.020 0.855
4525676 $230,921.48 58.25 0.250 0.020 0.480
4525678 $218,079.97 72.13 0.250 0.020 0.730
4525680 $395,226.91 57.14 0.250 0.020 0.480
4525684 $512,209.29 74.82 0.250 0.020 0.000
4525690 $351,705.58 80.00 0.250 0.020 0.355
4525695 $64,820.33 39.39 0.250 0.020 1.230
4525717 $219,357.16 80.00 GD 4YR 0.250 0.020 0.605
4525898 $159,051.53 74.42 0.250 0.020 0.480
4525922 $317,207.20 80.00 0.250 0.020 0.730
4525930 $358,046.87 80.00 0.250 0.020 1.480
4526026 $332,486.37 90.00 33 0.250 0.020 0.730
4526220 $378,972.93 76.00 0.250 0.020 1.480
4526457 $314,069.35 82.46 0.250 0.020 0.480
4526600 $380,875.22 77.37 0.250 0.020 1.230
4526656 $441,200.77 52.66 0.250 0.020 0.980
4526684 $260,000.00 80.00 0.250 0.020 0.355
4526732 $97,729.12 66.67 0.250 0.020 1.230
4526734 $32,446.01 75.00 0.250 0.020 1.355
4526744 $483,000.00 79.83 0.250 0.020 0.730
4526784 $319,182.61 80.00 0.250 0.020 0.730
4526793 $259,231.85 66.67 0.250 0.020 0.480
4526798 $364,681.20 80.00 0.250 0.020 0.355
4526799 $277,529.39 55.97 0.250 0.020 0.605
4526802 $376,382.34 38.00 0.250 0.020 0.000
4526806 $245,834.64 62.13 0.250 0.020 0.000
4526809 $315,838.18 71.11 0.250 0.020 0.000
4526812 $510,505.34 73.57 0.250 0.020 0.730
4526815 $272,652.15 75.34 0.250 0.020 0.980
4526819 $237,042.79 80.00 0.250 0.020 0.355
4526821 $264,547.17 80.00 0.250 0.020 1.105
4526822 $233,917.63 80.00 0.250 0.020 0.605
4526823 $437,973.25 70.97 0.250 0.020 0.000
4526832 $279,719.62 80.00 0.250 0.020 0.355
4526835 $384,345.79 80.00 0.250 0.020 0.000
4526837 $281,410.73 80.00 0.250 0.020 0.230
4526838 $271,307.99 70.19 0.250 0.020 0.480
4526841 $297,323.80 75.00 0.250 0.020 0.480
4526843 $409,225.83 75.08 0.250 0.020 0.355
4526845 $325,718.25 43.24 0.250 0.020 0.480
4526850 $272,970.61 68.83 0.250 0.020 0.605
4526857 $368,509.35 69.98 0.250 0.020 0.230
4526859 $350,000.00 45.45 0.250 0.020 0.605
4526862 $435,733.94 75.00 0.250 0.020 0.230
4526868 $228,893.94 67.94 0.250 0.020 0.230
4526872 $272,928.53 80.00 0.250 0.020 0.000
4526876 $213,243.96 79.63 0.250 0.020 1.480
4526880 $461,116.76 54.71 0.250 0.020 1.230
4526885 $359,656.48 80.00 0.250 0.020 0.480
4527004 $415,000.00 72.17 0.250 0.020 0.105
4527100 $198,865.53 70.78 0.250 0.020 0.980
4527310 $241,089.22 94.99 0.250 0.020 1.355
4527376 $275,000.00 72.37 0.250 0.020 0.355
4527453 $242,566.36 60.87 0.250 0.020 0.000
4527456 $417,714.27 80.00 0.250 0.020 0.105
4527511 $260,000.00 80.00 0.250 0.020 0.605
4527665 $398,751.67 69.57 0.250 0.020 0.000
4527736 $225,171.99 73.90 0.250 0.020 0.605
4527753 $317,991.39 73.18 0.250 0.020 0.980
4527905 $341,011.66 74.96 0.250 0.020 0.730
4528023 $135,374.78 79.98 0.250 0.020 1.230
4528130 $278,181.84 80.00 0.250 0.020 0.605
4528234 $63,704.57 53.33 GD 3YR 0.250 0.020 0.105
4528263 $110,202.62 80.00 0.250 0.020 1.605
4528278 $246,513.69 80.00 0.250 0.020 0.355
4528662 $254,263.08 60.51 0.250 0.020 0.730
4528674 $239,306.43 61.54 0.250 0.020 0.730
4528788 $245,738.93 80.00 0.250 0.020 0.230
4528820 $259,214.76 50.00 0.250 0.020 0.230
4528876 $296,000.00 79.27 0.250 0.020 0.730
4529148 $347,011.83 74.79 0.250 0.020 0.980
4529423 $120,000.00 74.53 0.250 0.020 0.730
4529540 $249,285.50 74.07 0.250 0.020 0.855
4529661 $139,197.05 80.00 0.250 0.020 0.855
4529701 $71,898.90 74.15 0.250 0.020 1.230
4530607 $180,000.00 58.06 0.250 0.020 1.230
4530721 $270,405.20 80.00 0.250 0.020 0.605
4530755 $246,497.34 80.00 0.250 0.020 0.230
4530762 $243,515.52 65.34 0.250 0.020 0.230
4530771 $310,088.83 80.00 0.250 0.020 0.105
4530840 $252,096.67 79.00 0.250 0.020 0.480
4530961 $256,387.41 90.00 12 0.250 0.020 0.980
4531064 $107,000.00 78.68 0.250 0.020 1.355
4531432 $72,804.90 54.07 0.250 0.020 1.605
4531840 $44,408.98 80.00 0.250 0.020 0.730
4534873 $114,100.00 69.90 0.250 0.020 1.355
$134,881,880.55
COUNT: 480
WAC: 7.5508
WAM: 177.2256
WALTV: 70.9311
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
<TABLE>
<CAPTION>
NASCOR
NMI / 1996-2 Exhibit F-3 (Part A)
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
(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>
4473201 WEST CHESTER PA 19380 SFD 7.000 6.730 $3,034.44 180 1-Jul-10
4476131 LA JOLLA CA 92037 SFD 7.125 6.855 $2,597.92 180 1-Oct-10
4490743 LITTLETON CO 80122 SFD 7.875 7.000 $2,579.79 180 1-Nov-10
4498093 JACKSON WY 83001 SFD 8.000 7.000 $5,733.92 180 1-Nov-10
4498114 BISMARCK ND 58501 SFD 7.750 7.000 $2,244.01 180 1-Jan-11
4498124 ROCHESTER MN 55902 SFD 7.250 6.980 $2,921.17 180 1-Dec-10
4498132 MINNETONKA MN 55345 SFD 7.000 6.730 $2,966.14 180 1-Dec-10
4509419 GARLAND TX 75044 PUD 7.125 6.855 $3,623.33 180 1-Mar-11
4509769 PONTE VEDRA BEACH FL 32082 SFD 7.000 6.730 $4,494.14 180 1-May-11
4514130 ELGIN MN 55932 SFD 7.500 7.000 $2,957.17 180 1-Apr-11
4516192 SALEM NH 03079 SFD 7.875 7.000 $963.63 180 1-May-11
4516422 MILL VALLEY CA 94941 SFD 7.750 7.000 $3,529.78 180 1-Apr-11
4516424 DENVER CO 80218 HCO 7.500 7.000 $889.93 180 1-Mar-11
4516428 CHELMSFORD MA 01824 SFD 6.875 6.605 $2,363.41 180 1-Mar-11
4516444 NEWPORT BEACH CA 92625 PUD 7.625 7.000 $3,615.08 180 1-Apr-11
4516449 SAN MATEO CA 94403 SFD 7.875 7.000 $2,703.08 180 1-Mar-11
4516454 SECAUCUS NJ 07094 LCO 7.625 7.000 $1,401.19 180 1-Apr-11
4516460 VALENCIA CA 91355 SFD 7.500 7.000 $2,493.66 180 1-Mar-11
4516466 EAST HANOVER NJ 07936 SFD 7.625 7.000 $3,285.26 120 1-Mar-06
4516472 MONROE NC 28110 SFD 7.750 7.000 $4,596.41 120 1-Jan-06
4516475 COLLEGE STATION TX 77845 SFD 7.125 6.855 $2,275.45 180 1-Mar-11
4516478 OLD SAYBROOK CT 06475 SFD 6.875 6.605 $5,046.99 120 1-Apr-06
4516484 LOS ANGELES CA 90732 SFD 8.500 7.000 $4,086.67 180 1-Apr-11
4516528 TIBURON CA 94920 SFD 7.250 6.980 $2,021.99 180 1-Mar-11
4516864 WEST WINDSOR NJ 08550 SFD 7.875 7.000 $2,004.79 180 1-Dec-10
4517058 DENVER CO 80236 SFD 8.500 7.000 $393.90 180 1-May-11
4517513 WESTPORT CT 06880 SFD 7.375 7.000 $3,790.09 180 1-Mar-11
4517525 WASHINGTON DC 20008 SFD 6.750 6.480 $1,456.43 180 1-Dec-07
4517535 BETHESDA MD 20816 SFD 6.625 6.355 $4,394.27 180 1-May-08
4517577 GREENWICH CT 06831 SFD 7.750 7.000 $2,946.20 180 1-Jan-11
4517583 ELKHART IN 46514 SFD 7.750 7.000 $2,914.19 180 1-Apr-11
4517585 CASTRO VALLEY CA 94552 SFD 7.000 6.730 $2,301.01 180 1-Mar-11
4517586 WASHINGTON DC 20009 LCO 7.250 6.980 $2,556.02 180 1-Feb-11
4517591 BRIGHTON BEACH NJ 08008 SFD 7.250 6.980 $3,423.24 180 1-Mar-11
4517594 RESTON VA 22091 SFD 7.500 7.000 $2,850.03 120 1-Jan-06
4517596 BARRINGTON IL 60010 SFD 7.125 6.855 $2,563.51 180 1-Mar-11
4517605 RYE NY 10580 SFD 7.500 7.000 $2,781.04 180 1-Mar-11
4517606 STEVENSVILLE MD 21666 SFD 7.250 6.980 $1,971.79 180 1-Feb-11
4517688 WILTON CT 06897 SFD 7.000 6.730 $4,494.15 180 1-Feb-11
4517699 GLADSTONE NJ 07934 SFD 7.250 6.980 $2,181.75 180 1-Mar-11
4517703 ENGLEWOOD NJ 07631 SFD 7.375 7.000 $3,072.55 180 1-Feb-11
4517774 STRATFORD CT 06497 SFD 7.250 6.980 $3,331.95 180 1-Mar-11
4517779 MONUMENT CO 80132 SFD 7.500 7.000 $1,997.71 180 1-Apr-11
4518048 FAIRFIELD CT 06430 SFD 6.750 6.480 $2,654.73 180 1-Jan-11
4518130 TARZANA CA 91356 SFD 7.625 7.000 $3,011.63 180 1-Apr-11
4518139 NEW KENSINGTON PA 15068 SFD 7.000 6.730 $341.55 180 1-Apr-11
4518660 PEQUOT LAKES MN 56472 SFD 7.875 7.000 $837.49 180 1-Jan-11
4518663 MOORHEAD MN 56560 SFD 7.750 7.000 $677.72 180 1-Jan-11
4518667 OMAHA NE 68164 SFD 7.500 7.000 $641.50 180 1-Feb-11
4518711 EVANSTON IL 60201 SFD 7.625 7.000 $5,990.11 180 1-May-11
4518767 KAILUA HI 96734 SFD 7.000 6.730 $4,494.14 180 1-Mar-11
4519500 CHARLOTTE NC 28210 SFD 7.000 6.730 $2,804.34 180 1-May-11
4519507 PINEHURST NC 28374 SFD 6.125 5.855 $1,760.79 180 1-Apr-11
4519512 APOPKA FL 32712 SFD 6.375 6.105 $2,298.90 180 1-Apr-11
4519518 PONTE VEDRA BEACH FL 32082 SFD 6.125 5.855 $2,373.24 180 1-Apr-11
4519520 JUPITER FL 33477 SFD 7.125 6.855 $5,434.98 180 1-Apr-11
4519531 MERRITT ISLAND FL 32952 SFD 7.500 7.000 $2,781.03 180 1-Apr-11
4519538 SAINT PETERSBURG FL 33707 SFD 7.375 7.000 $3,282.28 180 1-Apr-11
4519828 MEDFIELD MA 02052 SFD 7.250 6.980 $2,419.09 180 1-Mar-11
4519843 NORTH MIAMI BEACH FL 33160 HCO 7.500 7.000 $2,781.04 180 1-Mar-11
4519852 MAITLAND FL 32751 SFD 7.250 6.980 $2,656.43 180 1-Apr-11
4519889 ATLANTIC HIGHLANDS NJ 07716 SFD 6.875 6.605 $1,997.76 180 1-Apr-11
4519893 BETHESDA MD 20814 SFD 7.375 7.000 $2,676.98 180 1-Mar-11
4519897 SIMSBURY CT 06070 SFD 6.875 6.605 $5,797.06 180 1-Apr-11
4519898 WESTFIELD NJ 07090 SFD 7.500 7.000 $4,171.56 180 1-Apr-11
4519901 TRUMBULL CT 06611 SFD 7.500 7.000 $2,317.54 180 1-Apr-11
4519904 CHARLOTTE NC 28270 SFD 6.375 6.105 $2,852.03 180 1-Apr-11
4520135 ROSWELL GA 30075 SFD 7.000 6.730 $2,696.48 180 1-Mar-11
4520144 ALPHARETTA GA 30202 SFD 7.250 6.980 $3,377.59 180 1-Apr-11
4520160 GAINESVILLE FL 32606 SFD 7.625 7.000 $4,870.14 180 1-Mar-10
4520271 BLUFFTON SC 29910 SFD 7.250 6.980 $3,058.10 180 1-Jan-11
4520306 EAST NORTHPORT NY 11731 SFD 8.125 7.000 $1,900.73 180 1-May-11
4520353 DES PLAINES IL 60016 SFD 7.250 6.980 $2,053.95 180 1-Apr-11
4520368 SUFFERN NY 10901 SFD 7.000 6.730 $4,237.98 180 1-Apr-11
4520378 SILVER SPRING MD 20905 SFD 7.250 6.980 $3,240.67 180 1-Apr-11
4520426 ALAMO CA 94507 SFD 7.625 7.000 $2,948.12 180 1-Apr-11
4520457 MAMARONECK NY 10000 SFD 7.500 7.000 $2,419.51 180 1-Apr-11
4521527 ROCHESTER MN 55902 SFD 7.750 7.000 $2,306.13 180 1-Feb-11
4521532 EDINA MN 55435 SFD 7.125 6.855 $2,282.70 180 1-Feb-11
4521551 LITTLETON CO 80121 SFD 7.500 7.000 $3,012.80 180 1-Jan-11
4521553 DENVER CO 80206 SFD 7.250 6.980 $3,936.73 180 1-Mar-11
4521554 NAPLES FL 33940 SFD 7.500 7.000 $3,179.66 180 1-Mar-11
4521557 WESTMINSTER CO 80021 LCO 7.250 6.980 $456.44 180 1-Jan-11
4521563 FRANKLIN TN 37067 SFD 6.500 6.230 $2,109.39 180 1-Jan-11
4521566 STILLWATER MN 55082 SFD 7.875 7.000 $424.91 180 1-Dec-10
4521567 MENDOTA HEIGHTS MN 55120 SFD 7.375 7.000 $2,872.93 180 1-Mar-11
4521569 ROCHESTER MN 55902 SFD 7.375 7.000 $3,929.92 180 1-Mar-11
4521572 BISMARCK ND 58501 SFD 7.625 7.000 $2,396.05 180 1-Jan-11
4521575 MINNEAPOLIS MN 55416 SFD 7.250 6.980 $2,282.16 180 1-Mar-11
4521578 MINNEAPOLIS MN 55416 HCO 7.500 7.000 $2,781.04 180 1-Mar-11
4521579 FORT COLLINS CO 80524 SFD 7.375 7.000 $2,759.77 180 1-Mar-11
4521585 EDINA MN 55436 SFD 7.875 7.000 $758.76 180 1-Dec-10
4521590 MINNETONKA MN 55305 SFD 7.250 6.980 $2,556.02 180 1-Mar-11
4521599 BOULDER CO 80304 SFD 7.625 7.000 $2,940.65 180 1-Apr-11
4521603 MENDOTA HEIGHTS MN 55118 SFD 7.250 6.980 $2,455.61 180 1-Apr-11
4521606 BIG SKY MT 59716 LCO 7.125 6.855 $1,698.44 180 1-Feb-11
4521608 DELLWOOD MN 55110 SFD 7.375 7.000 $4,231.65 180 1-Apr-11
4521609 ZIONSVILLE IN 46077 SFD 7.625 7.000 $2,522.16 180 1-May-11
4521618 BROADVIEW HEIGHTS OH 44147 SFD 7.500 7.000 $2,456.59 180 1-Apr-11
4521623 MINNEAPOLIS MN 55410 SFD 7.625 7.000 $2,615.57 180 1-Jan-11
4521627 STEVENSVILLE MD 21666 SFD 7.250 6.980 $2,820.75 180 1-Mar-11
4521628 NAPERVILLE IL 60540 SFD 7.750 7.000 $1,995.50 180 1-Apr-11
4522362 CORAM NY 11727 PUD 8.500 7.000 $846.88 180 1-May-11
4522666 TRUCKEE CA 96161 SFD 7.625 7.000 $2,167.18 180 1-May-11
4522711 CRESTED BUTTE CO 81224 SFD 7.250 6.980 $3,194.56 180 1-Apr-11
4522721 TULSA OK 74137 SFD 7.625 7.000 $4,481.49 180 1-Apr-11
4522723 STONE MOUNTAIN GA 30087 SFD 8.000 7.000 $2,436.91 180 1-Apr-11
4522728 BILLINGS MT 59106 SFD 6.625 6.355 $2,230.10 180 1-Apr-11
4522729 BOCA RATON FL 33433 HCO 7.500 7.000 $787.96 180 1-Apr-11
4522730 TETON VILLAGE WY 83025 SFD 7.000 6.730 $4,224.49 180 1-Apr-11
4522733 GREAT FALLS VA 22066 SFD 6.500 6.230 $2,557.57 180 1-Apr-11
4522738 NEWTOWN PA 18940 SFD 7.750 7.000 $3,501.55 180 1-Apr-11
4522739 CORAL GABLES FL 33134 SFD 7.875 7.000 $5,690.70 180 1-Apr-11
4522740 CHULA VISTA CA 91010 SFD 7.500 7.000 $3,226.00 180 1-May-11
4522742 LIBERTYVILLE IL 60048 SFD 7.125 6.855 $2,341.57 180 1-Apr-11
4522744 NORCROSS GA 30092 SFD 7.625 7.000 $2,400.71 180 1-Apr-11
4522749 HOUSTON TX 77056 SFD 7.500 7.000 $6,025.58 180 1-Apr-11
4522750 AUSTIN TX 78735 SFD 7.750 7.000 $3,494.02 180 1-Apr-11
4522753 HOUSTON TX 77030 SFD 7.750 7.000 $2,880.30 180 1-Apr-11
4522754 RENO NV 89509 SFD 8.000 7.000 $2,315.07 180 1-Apr-11
4522756 MILFORD CT 06460 SFD 7.750 7.000 $3,638.03 180 1-May-11
4522759 SYLVANIA OH 43560 SFD 7.500 7.000 $2,438.04 180 1-Apr-11
4522761 CHICAGO IL 60657 PUD 7.875 7.000 $1,354.39 180 1-May-11
4522763 ALPHARETTA GA 30202 SFD 7.125 6.855 $5,434.99 180 1-Apr-11
4522765 ATLANTA GA 30327 SFD 7.500 7.000 $2,672.58 180 1-Apr-11
4522766 STATEN ISLAND NY 10306 SFD 7.000 6.730 $2,283.02 180 1-Apr-11
4522768 BURKE VA 22015 SFD 7.750 7.000 $2,066.10 180 1-Apr-11
4522770 SOUTHLAKE TX 76092 SFD 7.250 6.980 $5,686.68 180 1-Apr-11
4522774 JACKSON WY 83001 SFD 7.750 7.000 $3,765.10 180 1-Apr-11
4522776 ESTES PARK CO 80517 SFD 6.750 6.480 $2,718.44 180 1-Apr-11
4522780 APTOS CA 95003 SFD 7.750 7.000 $3,125.04 180 1-May-11
4522781 EL PASO TX 79922 SFD 7.625 7.000 $2,218.09 180 1-Apr-11
4522782 TACOMA WA 98407 SFD 7.250 6.980 $2,373.44 180 1-Apr-11
4522783 BUFFALO GROVE IL 60089 SFD 7.625 7.000 $2,574.46 180 1-Apr-11
4522784 GRAYSLAKE IL 60030 SFD 7.250 6.980 $1,971.78 180 1-Apr-11
4522790 BOXBOROUGH MA 01719 SFD 7.875 7.000 $2,703.08 180 1-Apr-11
4522792 BOCA RATON FL 33496 SFD 7.875 7.000 $3,253.18 180 1-Apr-11
4522794 GLENDORA CA 91741 SFD 7.750 7.000 $2,823.83 180 1-May-11
4522798 DEPOE BAY OR 97341 SFD 8.000 7.000 $1,433.48 180 1-Mar-11
4522802 ENCINITAS CA 92024 SFD 7.375 7.000 $4,038.46 180 1-May-11
4522806 COLUMBIA MD 21044 SFD 7.750 7.000 $2,108.46 180 1-Apr-11
4522808 PHOENIX AZ 85021 SFD 6.750 6.480 $2,597.21 180 1-Apr-11
4522810 ALAMO CA 94507 SFD 7.750 7.000 $3,195.63 180 1-Apr-11
4522811 INCLINE VILLAGE NV 89450 LCO 7.500 7.000 $2,484.39 180 1-Apr-11
4522812 RALEIGH NC 27613 SFD 7.875 7.000 $1,261.44 180 1-Apr-11
4522813 SANDWICH MA 02563 SFD 8.375 7.000 $977.43 180 1-Apr-11
4522818 JACKSON WY 83001 SFD 7.250 6.980 $2,738.59 180 1-Apr-11
4522824 JUPITER FL 33458 SFD 7.750 7.000 $2,635.58 180 1-Apr-11
4522825 TUCSON AZ 85750 SFD 8.250 7.000 $4,656.67 180 1-Apr-11
4522831 OLYMPIA WA 98516 SFD 7.500 7.000 $4,217.91 180 1-Apr-11
4522833 LAS VEGAS NV 89117 SFD 8.250 7.000 $2,215.80 180 1-Apr-11
4522955 ARLINGTON TX 76012 SFD 7.250 6.980 $1,979.09 180 1-Apr-11
4522985 CUPERTINO CA 95014 PUD 7.375 7.000 $3,274.93 180 1-Apr-11
4522996 REDDING CA 96001 SFD 7.000 6.730 $2,606.60 180 1-Apr-11
4522999 ROSWELL GA 30075 SFD 7.000 6.730 $2,406.61 180 1-Mar-11
4523000 MARIETTA GA 30067 SFD 7.750 7.000 $2,541.44 180 1-Apr-11
4523003 STANFORD CA 94305 SFD 7.250 6.980 $2,811.62 180 1-Mar-11
4523007 HEATH TX 75082 SFD 7.500 7.000 $2,063.99 180 1-May-11
4523017 GILBERT AZ 85234 SFD 7.750 7.000 $2,850.18 180 1-May-11
4523028 MANHATTAN BEACH CA 90266 SFD 8.625 7.000 $3,680.62 180 1-May-11
4523038 MINNETONKA MN 55345 SFD 7.000 6.730 $2,247.07 180 1-Mar-11
4523362 PLACERVILLE CA 95667 SFD 8.000 7.000 $2,723.61 180 1-May-11
4523376 LITTLETON CO 80123 SFD 7.375 7.000 $1,987.03 180 1-Apr-11
4523390 SMYRNA GA 30082 SFD 7.750 7.000 $1,025.05 180 1-May-11
4524160 AMHERST MA 01002 SFD 8.750 7.000 $499.72 180 1-Apr-11
4524168 ROCHESTER NY 14625 LCO 8.000 7.000 $2,636.17 180 1-May-11
4524173 SEATTLE WA 98112 SFD 7.750 7.000 $2,188.47 180 1-May-11
4524179 SOUTH PASADENA CA 91030 SFD 7.750 7.000 $4,235.74 180 1-May-11
4525227 BERKELEY CA 94708 SFD 7.375 7.000 $2,088.23 180 1-Mar-11
4525230 GLASTONBURY CT 06073 SFD 7.000 6.730 $2,597.62 180 1-Apr-11
4525233 COLLEYVILLE TX 76034 SFD 7.625 7.000 $2,508.14 180 1-Apr-11
4525238 WEST MONROE LA 71292 SFD 8.000 7.000 $2,671.05 180 1-Apr-11
4525239 NEW ORLEANS LA 70131 SFD 7.250 6.980 $2,971.37 180 1-Apr-11
4525242 SPRINGFIELD MO 65809 SFD 7.375 7.000 $2,447.00 180 1-Apr-11
4525247 WOODINVILLE WA 98072 SFD 8.250 7.000 $3,064.67 180 1-Apr-11
4525253 DALLAS TX 75220 SFD 7.250 6.980 $2,402.66 180 1-Mar-11
4525256 LOS ALTOS CA 94022 SFD 7.875 7.000 $5,216.47 180 1-May-11
4525260 OKLAHOMA CITY OK 73142 SFD 7.500 7.000 $2,692.97 180 1-Mar-11
4525262 GULFPORT MS 39503 SFD 7.000 6.730 $3,451.51 180 1-Apr-11
4525268 HILTON HEAD SC 29926 SFD 8.250 7.000 $5,578.31 180 1-Apr-11
4525271 LITTLE ROCK AR 72207 SFD 7.500 7.000 $3,661.70 180 1-Apr-11
4525273 TACOMA WA 98422 SFD 7.750 7.000 $2,549.92 180 1-May-11
4525275 LOS ALTOS CA 94024 SFD 7.375 7.000 $4,075.26 180 1-Apr-11
4525280 ENCINITAS CA 92024 SFD 7.125 6.855 $2,581.62 180 1-Mar-11
4525283 ATHENS GA 30606 SFD 7.250 6.980 $2,647.31 180 1-Apr-11
4525285 GRAND JUNCTION CO 81503 SFD 8.000 7.000 $2,485.65 180 1-Apr-11
4525303 HOT SPRINGS AR 71913 SFD 7.875 7.000 $2,978.14 180 1-Apr-11
4525309 BERKELEY CA 94702 SFD 7.250 6.980 $2,278.51 180 1-Apr-11
4525323 CHELSEA MI 48118 SFD 7.500 7.000 $2,315.68 180 1-May-11
4525503 WARREN OR 97053 SFD 7.625 7.000 $2,106.93 180 1-May-11
4525508 JACKSON WY 83001 SFD 8.125 7.000 $2,696.07 180 1-Dec-10
4525641 LAKE FOREST IL 60045 SFD 7.875 7.000 $4,863.66 180 1-May-11
4525654 BRONXVILLE NY 10708 SFD 6.750 6.480 $4,321.46 180 1-May-09
4525656 LARCHMONT NY 10538 SFD 7.500 7.000 $3,708.05 180 1-Apr-11
4525661 NORTHBROOK IL 60062 SFD 7.125 6.855 $2,536.33 180 1-Apr-11
4525664 LOS ALTOS HILLS CA 94022 SFD 7.625 7.000 $3,736.52 180 1-Apr-11
4525665 SANTA CLARA CA 95051 SFD 7.250 6.980 $2,464.73 180 1-Feb-11
4525668 MONTVILLE NJ 07045 SFD 7.750 7.000 $2,823.83 180 1-Apr-11
4525765 HAWTHORNE NJ 07506 SFD 7.625 7.000 $2,232.58 180 1-May-11
4525774 NEW CANAAN CT 06840 SFD 7.250 6.980 $2,966.81 180 1-May-11
4525779 BEL AIR CA 90077 SFD 6.500 6.230 $5,226.65 180 1-Apr-11
4525786 FT.LAUDERDALE FL 33327 SFD 8.125 7.000 $2,407.21 180 1-May-11
4525790 LOS ANGELES CA 90049 SFD 7.750 7.000 $4,894.64 180 1-May-11
4525791 SCARSDALE NY 10583 SFD 7.250 6.980 $2,136.10 180 1-Apr-11
4525794 SOUTHAMPTON NY 11968 SFD 7.375 7.000 $2,189.42 180 1-Apr-11
4525800 GREENWICH CT 06831 LCO 6.250 5.980 $3,000.99 180 1-Apr-11
4525803 BROOKLYN NY 11228 SFD 7.250 6.980 $2,090.46 180 1-Apr-11
4525810 LLOYD HARBOR NY 11743 SFD 7.625 7.000 $6,397.44 120 1-Apr-06
4525813 PITTSFORD NY 14534 SFD 7.000 6.730 $2,696.49 180 1-Apr-11
4525815 LONG GROVE IL 60047 SFD 7.125 6.855 $4,076.25 180 1-Apr-11
4525826 SCOTTSDALE AZ 85258 SFD 7.625 7.000 $3,213.41 180 1-Apr-11
4525827 ROWLAND HEIGHTS CA 91748 SFD 8.000 7.000 $2,221.89 180 1-Apr-11
4525833 MCLEAN VA 22101 SFD 7.250 6.980 $3,879.67 180 1-May-11
4525838 OAKLAND CA 94610 SFD 7.250 6.980 $2,738.59 180 1-May-11
4525840 SAN CARLOS CA 94070 SFD 7.625 7.000 $3,045.27 180 1-May-11
4525843 CLEARWATER FL 34624 SFD 6.625 6.355 $2,019.38 180 1-May-11
4525846 GAITHERSBURG MD 20879 SFD 7.375 7.000 $2,161.82 180 1-Apr-11
4525864 BETHESDA MD 20814 SFD 7.250 6.980 $3,532.78 180 1-Apr-11
4525867 LITTLETON NC 27850 SFD 6.875 6.605 $2,113.69 180 1-Mar-11
4525873 NORTH PALM BEACH FL 33408 SFD 8.250 7.000 $3,395.50 180 1-May-11
4525874 CHARLOTTE NC 28277 SFD 6.875 6.605 $1,988.83 180 1-May-11
4525881 DANVILLE CA 94506 SFD 7.250 6.980 $2,556.02 180 1-Mar-11
4525884 LONGWOOD FL 32779 SFD 6.875 6.605 $5,261.94 180 1-May-11
4525885 STAMFORD CT 06903 SFD 7.000 6.730 $3,271.74 180 1-May-11
4525887 QUEENSTOWN MD 21658 SFD 6.250 5.980 $2,357.91 180 1-Apr-11
4525890 NEW CANAAN CT 06840 SFD 7.500 7.000 $3,874.92 180 1-May-11
4525891 NEPTUNE BEACH FL 32266 SFD 7.000 6.730 $2,408.85 180 1-Apr-11
4525896 CHICAGO IL 60614 SFD 6.875 6.605 $2,989.20 180 1-Jan-08
4525900 HAYMARKET VA 22069 SFD 7.250 6.980 $2,692.95 180 1-Apr-11
4525904 OYSTER BAY NY 11771 SFD 7.250 6.980 $2,263.90 180 1-May-11
4525905 CHARLOTTE NC 28226 SFD 7.000 6.730 $5,842.38 180 1-Mar-11
4525907 PASADENA CA 91107 SFD 7.125 6.855 $1,976.53 180 1-May-11
4525909 SOLEBURY PA 18963 SFD 6.875 6.605 $3,415.80 180 1-May-11
4525914 WALNUT CREEK CA 94595 SFD 7.250 6.980 $2,661.00 180 1-Apr-11
4525915 WRIGHTSVILLE BEACH NC 28480 SFD 7.250 6.980 $4,336.10 180 1-Apr-11
4525918 KATONAH NY 10536 SFD 7.750 7.000 $2,353.19 180 1-May-11
4525923 GAITHERSBURG MD 20879 SFD 7.625 7.000 $2,236.31 180 1-Apr-11
4525927 UNION CITY CA 94587 SFD 7.250 6.980 $2,463.37 180 1-Apr-11
4525931 HEALDSBURG CA 95448 SFD 7.750 7.000 $4,235.75 180 1-May-11
4526045 BRICK NJ 08724 SFD 6.875 6.605 $2,943.12 180 1-May-11
4526055 LONGWOOD FL 32779 SFD 7.125 6.855 $3,985.65 180 1-Apr-11
4526063 OLD GREENWICH CT 06870 SFD 6.750 6.480 $2,451.19 180 1-Apr-11
4526065 SAN JOSE CA 95138 SFD 6.500 6.230 $3,353.76 180 1-Mar-11
4526072 HOLLISTER CA 95023 SFD 7.750 7.000 $2,142.79 180 1-Mar-11
4526079 HUNTINGTON BEACH CA 92646 SFD 7.875 7.000 $2,741.02 180 1-May-11
4526086 NORTH ANDOVER MA 01845 SFD 8.250 7.000 $2,997.73 180 1-May-11
4526096 CHARLOTTE NC 28207 SFD 7.250 6.980 $2,290.37 180 1-Sep-10
4526195 STAMFORD CT 06903 SFD 7.375 7.000 $2,759.77 180 1-May-11
4526314 WEST PALM BEACH FL 33414 SFD 7.000 6.730 $2,027.75 180 1-Mar-11
4526324 WESTERVILLE OH 43082 SFD 7.125 6.855 $3,713.90 180 1-May-11
4526332 RIVERDALE NY 10463 PUD 8.500 7.000 $2,678.50 180 1-May-11
4526341 PLANTATION FL 33323 SFD 7.750 7.000 $2,823.82 180 1-Jan-11
4527441 NAPERVILLE IL 60564 SFD 6.375 6.105 $2,592.76 180 1-May-11
4527443 NORFOLK VA 23518 SFD 7.750 7.000 $2,953.47 120 1-May-06
4527448 WESTHAMPTON NY 11977 SFD 8.125 7.000 $2,455.35 180 1-May-11
4528198 ALPHARETTA GA 30201 SFD 7.000 6.730 $3,595.31 180 1-May-11
4528201 COLUMBUS GA 31904 SFD 7.000 6.730 $2,471.78 180 1-Apr-11
4528203 MARIETTA GA 30067 SFD 6.875 6.605 $2,204.66 180 1-Mar-11
4528220 BRENTWOOD TN 37027 SFD 7.000 6.730 $4,206.52 180 1-May-11
4528222 ALPHARETTA GA 30201 SFD 7.000 6.730 $2,177.86 180 1-May-11
4528246 MIAMI FL 33155 SFD 7.250 6.980 $2,348.34 180 1-May-11
4528446 MONTGOMERY AL 36117 SFD 7.625 7.000 $2,741.68 180 1-Apr-11
4528485 BRENTWOOD TN 37027 SFD 7.000 6.730 $2,426.84 180 1-Apr-11
4528489 HEATHROW FL 32746 SFD 7.000 6.730 $2,696.48 180 1-May-11
4528497 CUMMING GA 30131 SFD 6.250 5.980 $2,014.94 180 1-Feb-11
4528739 NASHVILLE TN 37215 SFD 7.875 7.000 $2,447.01 180 1-May-11
4528789 ATLANTA GA 30339 SFD 7.000 6.730 $3,235.78 180 1-Apr-11
4528790 CONYERS GA 30208 SFD 7.000 6.730 $2,599.41 180 1-May-11
4528816 CHATTANOOGA TN 37421 SFD 7.000 6.730 $2,865.02 180 1-Apr-11
4528822 BRENTWOOD TN 37027 SFD 7.000 6.730 $2,745.93 180 1-May-11
4528844 CHATTANOOGA TN 37421 SFD 6.875 6.605 $2,960.96 180 1-Mar-11
4528845 ST SIMONS ISLAND GA 31522 SFD 7.125 6.855 $2,413.60 180 1-Mar-11
4528865 TREASURE ISLAND FL 33706 SFD 8.125 7.000 $3,501.61 180 1-Nov-09
4529162 BEDFORD HILLS NY 10507 SFD 7.875 7.000 $2,086.58 180 1-May-11
4529168 CHARLOTTE NC 28277 SFD 6.875 6.605 $3,006.44 180 1-Mar-11
4529178 NASHVILLE TN 37221 SFD 7.625 7.000 $2,092.45 180 1-May-11
4529213 SCARDSALE NY 10583 SFD 7.000 6.730 $4,350.32 180 1-May-11
4529227 GREAT FALLS VA 22066 SFD 7.375 7.000 $3,495.71 180 1-May-11
4529239 BOCA RATON FL 33496 SFD 7.500 7.000 $2,781.03 180 1-May-11
4529249 CHATTANOOGA TN 37415 SFD 7.250 6.980 $2,464.73 180 1-May-11
4529276 ALPHARETTA GA 30202 SFD 7.625 7.000 $2,746.35 180 1-May-11
4529283 FORT LAUDERDALE FL 33332 SFD 6.750 6.480 $2,654.73 180 1-Feb-11
4529441 MADISON CT 06443 SFD 7.875 7.000 $2,845.34 180 1-May-11
4529447 FAYETTEVILLE NC 28314 SFD 6.875 6.605 $2,586.38 180 1-May-11
4529452 CONVENT STATION NJ 07690 SFD 7.250 6.980 $4,746.89 180 1-May-11
4529457 SANIBEL ISLAND FL 33957 LCO 6.875 6.605 $2,279.13 180 1-May-11
4530055 ATLANTA GA 30307 SFD 7.125 6.855 $2,862.43 180 1-Apr-11
4530069 CUMMING GA 30131 SFD 7.000 6.730 $3,163.88 180 1-Apr-11
4530080 ATLANTA GA 30305 SFD 7.000 6.730 $2,112.25 180 1-May-11
4530083 MIAMI FL 33016 SFD 7.875 7.000 $2,219.37 180 1-Apr-11
4530088 KNOXVILLE TN 37922 SFD 7.625 7.000 $2,335.33 180 1-May-11
4531728 INDIANAPOLIS IN 46217 SFD 8.250 7.000 $2,871.62 180 1-Jun-11
4531729 INDIANAPOLIS IN 46240 SFD 8.000 7.000 $2,866.96 180 1-May-11
4532241 BOGART GA 30622 SFD 8.000 7.000 $2,415.89 180 1-Jul-11
</TABLE>
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- -------------- ------ --------- -------- -------- ----------- -------- --------------
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANC SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- -------------- ------ --------- -------- -------- ----------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4473201 $323,258.47 80.00 0.250 0.020 0.000
4476131 $277,606.59 79.89 0.250 0.020 0.000
4490743 $264,656.21 80.00 0.250 0.020 0.605
4498093 $583,972.05 58.54 0.250 0.020 0.730
4498114 $206,988.71 89.29 01 0.250 0.020 0.480
4498124 $311,928.16 79.36 0.250 0.020 0.000
4498132 $321,498.83 74.16 0.250 0.020 0.000
4509419 $393,683.79 80.00 0.250 0.020 0.000
4509769 $495,239.92 69.44 0.250 0.020 0.000
4514130 $315,110.04 75.06 0.250 0.020 0.230
4516192 $100,703.50 74.98 0.250 0.020 0.605
4516422 $370,525.27 22.06 0.250 0.020 0.480
4516424 $94,532.11 60.00 0.250 0.020 0.230
4516428 $260,319.63 63.55 0.250 0.020 0.000
4516444 $382,331.67 75.15 0.250 0.020 0.355
4516449 $280,781.16 63.33 0.250 0.020 0.605
4516454 $148,190.59 68.18 0.250 0.020 0.355
4516460 $264,886.85 52.85 0.250 0.020 0.230
4516466 $267,470.42 75.00 0.250 0.020 0.355
4516472 $365,101.82 74.85 0.250 0.020 0.480
4516475 $247,233.42 79.87 0.250 0.020 0.000
4516478 $426,841.17 78.76 0.250 0.020 0.000
4516484 $410,362.67 76.85 0.250 0.020 1.230
4516528 $218,039.63 56.08 0.250 0.020 0.000
4516864 $206,318.89 95.00 12 0.250 0.020 0.605
4517058 $39,250.48 32.00 0.250 0.020 1.230
4517513 $405,631.86 49.94 0.250 0.020 0.105
4517525 $138,178.22 19.09 0.250 0.020 0.000
4517535 $354,559.99 47.62 0.250 0.020 0.000
4517577 $306,400.05 72.79 0.250 0.020 0.480
4517583 $305,905.64 80.00 0.250 0.020 0.480
4517585 $251,914.22 80.00 0.250 0.020 0.000
4517586 $274,734.92 80.00 0.250 0.020 0.000
4517591 $369,141.56 59.52 0.250 0.020 0.000
4517594 $230,475.21 78.98 0.250 0.020 0.230
4517596 $278,531.26 66.59 0.250 0.020 0.000
4517605 $295,412.83 28.57 0.250 0.020 0.230
4517606 $211,733.47 75.79 0.250 0.020 0.000
4517688 $490,201.83 61.22 0.250 0.020 0.000
4517699 $235,135.25 65.48 0.250 0.020 0.000
4517703 $327,786.16 60.18 0.250 0.020 0.105
4517774 $359,297.80 66.36 0.250 0.020 0.000
4517779 $212,872.16 68.41 0.250 0.020 0.230
4518048 $293,114.06 41.38 0.250 0.020 0.000
4518130 $318,510.94 58.62 0.250 0.020 0.355
4518139 $37,516.26 38.00 0.250 0.020 0.000
4518660 $86,457.91 79.98 0.250 0.020 0.605
4518663 $69,357.18 51.43 0.250 0.020 0.480
4518667 $67,926.25 80.00 0.250 0.020 0.230
4518711 $635,466.91 75.00 0.250 0.020 0.355
4518767 $492,020.08 66.67 0.250 0.020 0.000
4519500 $309,029.72 80.00 0.250 0.020 0.000
4519507 $204,161.45 57.50 0.250 0.020 0.000
4519512 $262,042.34 70.00 0.250 0.020 0.000
4519518 $275,174.12 79.94 0.250 0.020 0.000
4519520 $592,443.11 68.57 0.250 0.020 0.000
4519531 $296,341.77 40.82 0.250 0.020 0.230
4519538 $352,401.87 80.00 0.250 0.020 0.105
4519828 $260,860.03 57.61 0.250 0.020 0.000
4519843 $295,412.83 46.88 0.250 0.020 0.230
4519852 $287,374.09 77.60 0.250 0.020 0.000
4519889 $221,117.63 65.88 0.250 0.020 0.000
4519893 $286,502.34 63.96 0.250 0.020 0.105
4519897 $641,636.06 69.37 0.250 0.020 0.000
4519898 $444,512.59 42.86 0.250 0.020 0.230
4519901 $246,951.40 84.75 01 0.250 0.020 0.230
4519904 $325,569.24 68.46 0.250 0.020 0.000
4520135 $295,212.07 69.77 0.250 0.020 0.000
4520144 $365,389.74 49.33 0.250 0.020 0.000
4520160 $493,490.80 73.28 0.250 0.020 0.355
4520271 $327,628.47 52.18 0.250 0.020 0.000
4520306 $195,696.01 70.00 0.250 0.020 0.855
4520353 $222,076.65 75.00 0.250 0.020 0.000
4520368 $465,497.48 78.58 0.250 0.020 0.000
4520378 $350,576.60 83.53 06 0.250 0.020 0.000
4520426 $311,792.93 58.99 0.250 0.020 0.355
4520457 $257,817.28 90.00 01 0.250 0.020 0.230
4521527 $240,586.24 72.06 0.250 0.020 0.480
4521532 $247,210.69 80.00 0.250 0.020 0.000
4521551 $317,998.97 72.71 0.250 0.020 0.230
4521553 $424,512.77 75.00 0.250 0.020 0.000
4521554 $337,755.31 70.00 0.250 0.020 0.230
4521557 $48,857.80 32.02 0.250 0.020 0.000
4521563 $236,474.22 79.99 0.250 0.020 0.000
4521566 $43,728.36 70.00 0.250 0.020 0.605
4521567 $307,473.09 89.48 24 0.250 0.020 0.105
4521569 $420,597.24 78.82 0.250 0.020 0.105
4521572 $251,033.23 90.00 01 0.250 0.020 0.355
4521575 $246,094.37 73.53 0.250 0.020 0.000
4521578 $295,412.83 75.00 0.250 0.020 0.230
4521579 $295,363.26 35.09 0.250 0.020 0.105
4521585 $74,988.05 43.96 0.250 0.020 0.605
4521590 $275,077.34 77.78 0.250 0.020 0.000
4521599 $311,002.56 79.70 0.250 0.020 0.355
4521603 $263,995.19 74.72 0.250 0.020 0.000
4521606 $181,900.60 75.00 0.250 0.020 0.000
4521608 $454,329.73 32.86 0.250 0.020 0.105
4521609 $267,112.72 72.00 0.250 0.020 0.355
4521618 $261,768.50 58.89 0.250 0.020 0.230
4521623 $274,032.37 74.67 0.250 0.020 0.355
4521627 $304,172.64 56.18 0.250 0.020 0.000
4521628 $209,470.29 80.00 0.250 0.020 0.480
4522362 $85,181.09 69.35 0.250 0.020 1.230
4522666 $229,907.72 80.00 0.250 0.020 0.355
4522711 $345,589.56 69.99 0.250 0.020 0.000
4522721 $473,735.90 79.96 0.250 0.020 0.355
4522723 $250,527.77 68.00 0.250 0.020 0.730
4522728 $249,241.84 64.13 0.250 0.020 0.000
4522729 $83,963.50 65.38 0.250 0.020 0.230
4522730 $464,016.62 37.01 0.250 0.020 0.000
4522733 $289,699.50 63.00 0.250 0.020 0.000
4522738 $366,041.57 60.00 0.250 0.020 0.480
4522739 $592,917.86 74.07 0.250 0.020 0.605
4522740 $344,827.25 80.00 0.250 0.020 0.230
4522742 $255,244.24 69.86 0.250 0.020 0.000
4522744 $253,899.84 74.82 0.250 0.020 0.355
4522749 $638,036.17 74.71 0.250 0.020 0.230
4522750 $366,770.57 74.24 0.250 0.020 0.480
4522753 $302,348.62 90.00 0.250 0.020 0.480
4522754 $239,421.59 75.00 0.250 0.020 0.730
4522756 $383,051.15 79.45 0.250 0.020 0.480
4522759 $259,792.93 61.88 0.250 0.020 0.230
4522761 $141,538.77 60.00 0.250 0.020 0.605
4522763 $592,443.07 69.77 0.250 0.020 0.000
4522765 $284,784.40 57.09 0.250 0.020 0.230
4522766 $250,766.43 66.32 0.250 0.020 0.000
4522768 $216,880.78 83.46 12 0.250 0.020 0.480
4522770 $615,187.92 77.87 0.250 0.020 0.000
4522774 $395,226.94 29.85 0.250 0.020 0.480
4522776 $303,204.69 69.82 0.250 0.020 0.000
4522780 $329,038.34 76.32 0.250 0.020 0.480
4522781 $234,585.67 79.15 0.250 0.020 0.355
4522782 $253,678.14 63.73 0.250 0.020 0.000
4522783 $268,629.52 74.49 0.250 0.020 0.355
4522784 $213,308.61 58.38 0.250 0.020 0.000
4522790 $281,636.00 70.37 0.250 0.020 0.605
4522792 $338,951.40 72.98 0.250 0.020 0.605
4522794 $297,323.80 39.22 0.250 0.020 0.480
4522798 $147,803.50 26.79 0.250 0.020 0.730
4522802 $434,953.91 75.69 0.250 0.020 0.105
4522806 $221,327.07 74.67 0.250 0.020 0.480
4522808 $289,682.85 69.88 0.250 0.020 0.000
4522810 $335,448.86 70.00 0.250 0.020 0.480
4522811 $264,731.96 80.00 0.250 0.020 0.230
4522812 $131,430.12 70.00 0.250 0.020 0.605
4522813 $98,768.79 68.97 0.250 0.020 1.105
4522818 $296,261.93 80.00 0.250 0.020 0.000
4522824 $276,658.81 79.08 0.250 0.020 0.480
4522825 $474,517.10 64.00 0.250 0.020 0.980
4522831 $449,451.61 70.00 0.250 0.020 0.230
4522833 $225,791.04 65.26 0.250 0.020 0.980
4522955 $214,098.61 80.00 0.250 0.020 0.000
4522985 $349,254.44 71.20 0.250 0.020 0.105
4522996 $286,308.12 65.91 0.250 0.020 0.000
4522999 $263,097.72 75.00 0.250 0.020 0.000
4523000 $266,778.19 50.94 0.250 0.020 0.480
4523003 $303,188.28 59.81 0.250 0.020 0.000
4523007 $220,519.46 55.66 0.250 0.020 0.230
4523017 $298,079.42 68.82 0.250 0.020 0.480
4523028 $367,935.90 74.20 0.250 0.020 1.355
4523038 $246,010.03 66.67 0.250 0.020 0.000
4523362 $282,512.66 67.06 0.250 0.020 0.730
4523376 $213,337.47 75.00 0.250 0.020 0.105
4523390 $107,928.53 69.81 0.250 0.020 0.480
4524160 $49,352.41 19.61 0.250 0.020 1.480
4524168 $271,451.30 90.00 33 0.250 0.020 0.730
4524173 $230,425.94 75.00 0.250 0.020 0.480
4524179 $445,985.71 76.27 0.250 0.020 0.480
4525227 $222,240.95 68.79 0.250 0.020 0.105
4525230 $285,320.80 71.36 0.250 0.020 0.000
4525233 $265,261.11 75.00 0.250 0.020 0.355
4525238 $276,236.68 86.00 06 0.250 0.020 0.730
4525239 $321,444.19 73.98 0.250 0.020 0.000
4525242 $262,721.09 72.68 0.250 0.020 0.105
4525247 $312,291.56 79.99 0.250 0.020 0.980
4525253 $259,088.15 79.92 0.250 0.020 0.000
4525256 $545,147.01 46.03 0.250 0.020 0.605
4525260 $286,058.09 83.24 17 0.250 0.020 0.230
4525262 $379,111.38 76.80 0.250 0.020 0.000
4525268 $568,431.91 79.86 0.250 0.020 0.980
4525271 $390,183.27 88.96 13 0.250 0.020 0.230
4525273 $268,483.38 70.00 0.250 0.020 0.480
4525275 $437,539.29 43.01 0.250 0.020 0.105
4525280 $279,517.87 65.52 0.250 0.020 0.000
4525283 $279,780.10 72.50 0.250 0.020 0.000
4525285 $256,858.08 90.00 13 0.250 0.020 0.730
4525303 $310,293.65 79.49 0.250 0.020 0.605
4525309 $246,489.91 80.00 0.250 0.020 0.000
4525323 $246,818.15 69.39 0.250 0.020 0.230
4525503 $223,512.72 79.98 0.250 0.020 0.355
4525508 $273,444.33 72.16 0.250 0.020 0.855
4525641 $508,275.21 80.00 0.250 0.020 0.605
4525654 $442,193.42 38.76 0.250 0.020 0.000
4525656 $389,478.89 80.00 0.250 0.020 0.230
4525661 $276,473.42 32.94 0.250 0.020 0.000
4525664 $395,174.83 59.26 0.250 0.020 0.355
4525665 $258,813.49 64.29 0.250 0.020 0.000
4525668 $296,420.19 42.40 0.250 0.020 0.480
4525765 $236,844.56 69.28 0.250 0.020 0.355
4525774 $321,971.97 40.63 0.250 0.020 0.000
4525779 $592,028.93 43.56 0.250 0.020 0.000
4525786 $227,570.20 66.31 0.250 0.020 0.855
4525790 $515,361.25 71.72 0.250 0.020 0.480
4525791 $231,084.32 52.00 0.250 0.020 0.000
4525794 $234,661.63 72.56 0.250 0.020 0.105
4525800 $345,250.06 64.22 0.250 0.020 0.000
4525803 $226,146.59 65.43 0.250 0.020 0.000
4525810 $523,919.02 44.67 0.250 0.020 0.355
4525813 $296,180.33 56.07 0.250 0.020 0.000
4525815 $444,332.28 62.50 0.250 0.020 0.000
4525826 $339,850.34 80.00 0.250 0.020 0.355
4525827 $229,785.44 75.00 0.250 0.020 0.730
4525833 $421,040.29 53.13 0.250 0.020 0.000
4525838 $297,204.91 61.60 0.250 0.020 0.000
4525840 $323,059.96 78.55 0.250 0.020 0.355
4525843 $227,738.79 65.71 0.250 0.020 0.000
4525846 $232,103.23 87.04 12 0.250 0.020 0.105
4525864 $382,177.91 55.21 0.250 0.020 0.000
4525867 $233,177.06 63.20 0.250 0.020 0.000
4525873 $347,011.80 40.90 0.250 0.020 0.980
4525874 $220,450.62 74.33 0.250 0.020 0.000
4525881 $275,625.70 44.80 0.250 0.020 0.000
4525884 $584,322.41 69.41 0.250 0.020 0.000
4525885 $360,534.64 80.00 0.250 0.020 0.000
4525887 $271,268.49 63.22 0.250 0.020 0.000
4525890 $414,189.02 47.29 0.250 0.020 0.230
4525891 $264,588.22 60.22 0.250 0.020 0.000
4525896 $282,889.73 71.16 0.250 0.020 0.000
4525900 $291,324.22 66.29 0.250 0.020 0.000
4525904 $244,482.14 69.27 0.250 0.020 0.000
4525905 $639,626.11 76.47 0.250 0.020 0.000
4525907 $216,144.94 89.98 13 0.250 0.020 0.000
4525909 $379,314.37 70.93 0.250 0.020 0.000
4525914 $287,867.84 57.72 0.250 0.020 0.000
4525915 $469,081.39 52.78 0.250 0.020 0.000
4525918 $247,769.83 72.46 0.250 0.020 0.480
4525923 $236,512.13 90.00 01 0.250 0.020 0.355
4525927 $266,487.57 74.99 0.250 0.020 0.000
4525931 $445,985.68 66.67 0.250 0.020 0.480
4526045 $326,810.60 42.31 0.250 0.020 0.000
4526055 $434,458.30 72.73 0.250 0.020 0.000
4526063 $273,397.49 34.41 0.250 0.020 0.000
4526065 $374,534.69 55.60 0.250 0.020 0.000
4526072 $224,240.43 71.14 0.250 0.020 0.480
4526079 $286,449.96 87.58 12 0.250 0.020 0.605
4526086 $306,361.89 61.80 0.250 0.020 0.980
4526096 $241,268.26 34.85 0.250 0.020 0.000
4526195 $296,750.11 65.22 0.250 0.020 0.105
4526314 $221,999.49 80.00 0.250 0.020 0.000
4526324 $406,138.60 68.33 0.250 0.020 0.000
4526332 $269,728.49 80.00 0.250 0.020 1.230
4526341 $290,640.98 63.16 0.250 0.020 0.480
4527441 $296,987.02 69.32 0.250 0.020 0.000
4527443 $241,120.21 46.79 0.250 0.020 0.480
4527448 $252,798.13 75.00 0.250 0.020 0.855
4528198 $396,010.06 53.33 0.250 0.020 0.000
4528201 $271,499.06 63.95 0.250 0.020 0.000
4528203 $243,212.52 75.37 0.250 0.020 0.000
4528220 $463,544.55 70.00 0.250 0.020 0.000
4528222 $239,993.27 84.72 0.250 0.020 0.000
4528246 $253,075.52 75.00 0.250 0.020 0.000
4528446 $289,959.51 75.26 0.250 0.020 0.355
4528485 $266,562.71 72.97 0.250 0.020 0.000
4528489 $297,143.97 50.00 0.250 0.020 0.000
4528497 $230,191.88 52.22 0.250 0.020 0.000
4528739 $255,723.48 77.01 0.250 0.020 0.605
4528789 $354,723.21 72.00 0.250 0.020 0.000
4528790 $286,446.77 81.93 06 0.250 0.020 0.000
4528816 $314,692.08 75.00 0.250 0.020 0.000
4528822 $300,214.23 57.64 0.250 0.020 0.000
4528844 $326,644.61 80.00 0.250 0.020 0.000
4528845 $259,860.38 76.50 0.250 0.020 0.000
4528865 $340,289.74 77.53 0.250 0.020 0.855
4529162 $218,058.83 50.00 0.250 0.020 0.605
4529168 $331,662.36 79.91 0.250 0.020 0.000
4529178 $221,979.86 80.00 0.250 0.020 0.355
4529213 $477,202.00 59.61 0.250 0.020 0.000
4529227 $376,497.69 74.51 0.250 0.020 0.105
4529239 $297,264.89 60.00 0.250 0.020 0.230
4529249 $267,484.42 60.00 0.250 0.020 0.000
4529276 $290,884.79 64.97 0.250 0.020 0.355
4529283 $294,114.39 53.57 0.250 0.020 0.000
4529441 $297,352.94 80.00 0.250 0.020 0.605
4529447 $287,209.31 76.32 0.250 0.020 0.000
4529452 $515,155.18 61.18 0.250 0.020 0.000
4529457 $252,645.29 62.33 0.250 0.020 0.000
4530055 $312,020.00 57.45 0.250 0.020 0.000
4530069 $347,381.41 70.40 0.250 0.020 0.000
4530080 $232,383.95 55.29 0.250 0.020 0.000
4530083 $231,237.98 90.00 12 0.250 0.020 0.605
4530088 $247,745.37 71.43 0.250 0.020 0.355
4531728 $292,645.97 80.00 0.250 0.020 0.980
4531729 $297,381.75 60.00 0.250 0.020 0.730
4532241 $252,069.44 80.00 0.250 0.020 0.730
$89,221,181.63
</TABLE>
COUNT: 294
WAC: 7.3791
WAM: 173.8212
WALTV: 67.4657
NASCOR
NMI / 1996-2 Exhibit F-3 (Part B)
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
(i) (xvii) (xviii)
- ----- ----------- ---------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- -------------------------- ---------------------------------
4473201 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4476131 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4490743 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4498093 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4498114 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4498124 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4498132 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4509419 HOMESIDE LENDING HOMESIDE LENDING
4509769 HOMESIDE LENDING HOMESIDE LENDING
4514130 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4516192 HOMESIDE LENDING HOMESIDE LENDING
4516422 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516424 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516428 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516444 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516449 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516454 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516460 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516466 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516472 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516475 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516478 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516484 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516528 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4516864 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4517058 HOMESIDE LENDING HOMESIDE LENDING
4517513 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517525 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517535 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517577 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517583 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4517585 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517586 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517591 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517594 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517596 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517605 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517606 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517688 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517699 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517703 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4517774 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4517779 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4518048 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4518130 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4518139 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4518660 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4518663 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4518667 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4518711 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4518767 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4519500 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519507 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519512 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519518 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519520 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519531 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519538 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519828 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519843 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519852 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519889 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519893 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519897 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519898 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519901 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4519904 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4520135 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4520144 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4520160 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4520271 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4520306 HOMESIDE LENDING HOMESIDE LENDING
4520353 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4520368 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4520378 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4520426 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4520457 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4521527 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521532 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521551 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521553 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521554 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521557 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521563 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521566 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521567 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521569 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521572 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521575 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521578 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521579 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521585 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521590 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521599 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521603 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521606 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521608 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521609 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
4521618 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
4521623 BANKAMERICA MORTGAGE BANKAMERICA MORTGAGE
4521627 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
4521628 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
4522362 HOMESIDE LENDING HOMESIDE LENDING
4522666 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522711 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522721 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522723 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522728 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522729 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522730 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522733 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522738 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522739 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522740 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522742 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522744 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522749 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522750 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522753 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522754 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522756 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522759 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522761 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522763 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522765 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522766 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522768 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522770 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522774 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522776 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522780 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522781 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522782 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522783 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522784 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522790 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522792 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522794 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522798 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522802 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522806 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522808 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522810 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522811 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522812 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522813 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522818 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522824 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522825 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522831 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522833 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522955 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522985 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522996 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4522999 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4523000 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4523003 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4523007 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4523017 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4523028 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4523038 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4523362 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4523376 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4523390 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4524160 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4524168 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4524173 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4524179 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4525227 HOMESIDE LENDING HOMESIDE LENDING
4525230 HOMESIDE LENDING HOMESIDE LENDING
4525233 HOMESIDE LENDING HOMESIDE LENDING
4525238 HOMESIDE LENDING HOMESIDE LENDING
4525239 HOMESIDE LENDING HOMESIDE LENDING
4525242 HOMESIDE LENDING HOMESIDE LENDING
4525247 HOMESIDE LENDING HOMESIDE LENDING
4525253 HOMESIDE LENDING HOMESIDE LENDING
4525256 HOMESIDE LENDING HOMESIDE LENDING
4525260 HOMESIDE LENDING HOMESIDE LENDING
4525262 HOMESIDE LENDING HOMESIDE LENDING
4525268 HOMESIDE LENDING HOMESIDE LENDING
4525271 HOMESIDE LENDING HOMESIDE LENDING
4525273 HOMESIDE LENDING HOMESIDE LENDING
4525275 HOMESIDE LENDING HOMESIDE LENDING
4525280 HOMESIDE LENDING HOMESIDE LENDING
4525283 HOMESIDE LENDING HOMESIDE LENDING
4525285 HOMESIDE LENDING HOMESIDE LENDING
4525303 HOMESIDE LENDING HOMESIDE LENDING
4525309 HOMESIDE LENDING HOMESIDE LENDING
4525323 HOMESIDE LENDING HOMESIDE LENDING
4525503 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4525508 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4525641 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525654 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525656 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525661 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525664 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525665 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525668 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525765 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525774 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525779 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525786 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525790 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525791 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525794 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525800 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525803 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525810 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525813 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525815 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525826 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4525827 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4525833 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4525838 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525840 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525843 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525846 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525864 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525867 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525873 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525874 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525881 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525884 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525885 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525887 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525890 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525891 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525896 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525900 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525904 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525905 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525907 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525909 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525914 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525915 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4525918 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525923 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525927 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4525931 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4526045 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4526055 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4526063 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4526065 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4526072 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4526079 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4526086 COUNTRYWIDE HOME LOANS COUNTRYWIDE HOME LOANS
4526096 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4526195 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4526314 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4526324 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4526332 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4526341 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4527441 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4527443 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4527448 CITICORP MORTGAGE INC CITICORP MORTGAGE INC
4528198 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528201 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528203 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528220 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528222 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528246 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528446 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528485 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528489 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528497 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528739 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528789 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528790 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528816 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528822 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528844 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528845 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4528865 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4529162 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4529168 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4529178 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4529213 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4529227 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4529239 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4529249 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4529276 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4529283 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4529441 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4529447 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4529452 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4529457 FIRST UNION MORTGAGE CORPORATION FIRST UNION MORTGAGE CORPORATION
4530055 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4530069 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4530080 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4530083 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4530088 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
4531728 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
4531729 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
4532241 SUNTRUST MORTGAGE INC SUNTRUST MORTGAGE INC
COUNT: 294
WAC: 7.3791
WAM: 173.8212
WALTV: 67.4657
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
- ----------------
Name of Mortgagor: -----------------------------
Servicer
Loan No.: -----------------------------
Custodian/Trustee
- -----------------
Name: -----------------------------
Address: -----------------------------
-----------------------------
Custodian/Trustee
Mortgage File No.: -----------------------------
Seller
- ------
Name: -----------------------------
Address: -----------------------------
-----------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 1996-2
The undersigned Master Servicer hereby acknowledges that it has received
from First Bank National Association, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 1996-2, the documents referred to below (the
"Documents"). All capitalized terms not otherwise defined in this Request for
Release shall have the meanings given them in the Pooling and Servicing
Agreement dated as of August 27, 1996 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated ______________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or
endorsed to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at
page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the 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 1996-2, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from taxation under the Code unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan subject to
the fiduciary provisions of the Employee Retirement Income Security Act of 1974,
as amended, ("ERISA") and/or Code Section 4975 or any governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
which is, to a material extent, similar to the foregoing provisions of ERISA or
the Code (collectively, a "Plan") or a Person investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class A-R Certificate as they
become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class A-R Certificate in excess of cash flows generated by the
Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to any
person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds the Class A-R Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
A-R Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes. "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 Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the REMIC pursuant to Section 3.01
of the Pooling and Servicing Agreement, and if such designation is not permitted
by the Code and applicable law, to act as tax matters person if requested to do
so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
- -----------------------------
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Re: Norwest Asset Securities Corporation,
Series 1996-2, Class A-R
-------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-2
CLASS [B-3] [B-4] [B-5] 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 1996-2, Class
[B-3] [B-4] [B-5] (the "Class [B-3] [B-4] [B-5] Certificates") in the principal
amount of $___________. In doing so, the Purchaser hereby acknowledges and
agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of August 27, 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"), and First Bank National Association, as trustee (the "Trustee"), of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1996-2.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which the Purchaser
is organized, is authorized to invest in the Class [B-3] [B-4] [B-5]
Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement.
(b) The Purchaser is acquiring the Class [B-3] [B-4] [B-5]
Certificates for its own account as principal and not with a view to
the distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business
matters and is capable of evaluating the merits and risks of an
investment in the Class [B-3] [B-4] [B-5] Certificates; the Purchaser
has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision; and the Purchaser is
able to bear the economic risk of an investment in the Class [B-3]
[B-4] [B-5] Certificates and can afford a complete loss of such
investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and
reviewed a copy of the Private Placement Memorandum dated August 23,
1996, relating to the Class [B-3] [B-4] [B-5] Certificates and
reviewed, to the extent it deemed appropriate, the documents attached
thereto or incorporated by reference therein, (b) it has had the
opportunity to ask questions of, and receive answers from NASCOR
concerning the Class [B-3] [B-4] [B-5] Certificates and all matters
relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [B-3] [B-4]
[B-5] Certificates that NASCOR possesses or can possess without
unreasonable effort or expense and (c) it has undertaken its own
independent analysis of the investment in the Class [B-3] [B-4] [B-5]
Certificates. The Purchaser will not use or disclose any information it
receives in connection with its purchase of the Class [B-3] [B-4] [B-5]
Certificates other than in connection with a subsequent sale of Class
[B-3] [B-4] [B-5] Certificates.
(e) 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 exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section
I(a) of PTE 95-60) at the date of acquisition or (iii) the Purchaser
has provided a "Benefit Plan Opinion" satisfactory to NASCOR and the
Trustee 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 Trustee 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 [B-3]
[B-4] [B-5] Certificates is in compliance therewith.
Section 3. Transfer of Class [B-3] [B-4] [B-5] Certificates.
(a) The Purchaser understands that the Class [B-3] [B-4] [B-5]
Certificates have not been registered under the Securities Act of 1933
(the "Act") or any state securities laws and that no transfer may be
made unless the Class [B-3] [B-4] [B-5] Certificates are registered
under the Act and applicable state law or unless an exemption from
registration is available. The Purchaser further understands that
neither NASCOR, the Master Servicer nor the Trustee is under any
obligation to register the Class [B-3] [B-4] [B-5] Certificates or make
an exemption available. In the event that such a transfer is to be made
in reliance upon an exemption from the Act or applicable state
securities laws, (i) the Trustee shall require, in order to assure
compliance with such laws, that the Certificateholder's prospective
transferee certify to NASCOR and the Trustee as to the factual basis
for the registration or qualification exemption relied upon, and (ii)
unless the transferee is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act, the Trustee or NASCOR may, if such
transfer is made within three years from the later of (a) the Closing
Date or (b) the last date on which NASCOR or any affiliate thereof was
a holder of the Certificates proposed to be transferred, require an
Opinion of Counsel that such transfer may be made pursuant to an
exemption from the Act and state securities laws, which Opinion of
Counsel shall not be an expense of the Trustee, the Master Servicer or
NASCOR. Any such Certificateholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Master
Servicer, any Paying Agent acting on behalf of the Trustee and NASCOR
against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
(b) No transfer of a Class [B-3] [B-4] [B-5] Certificate shall
be made unless the transferee provides NASCOR and the Trustee with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-3] [B-4]
[B-5] Certificates bear a legend setting forth the applicable
restrictions on transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: ______________________________
Its: ______________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-2
CLASS [M] [B-1] [B-2] 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 1996-2, Class
[M] [B-1] [B-2] (the "Class [M] [B-1] [B-2] Certificates") in the principal
amount of $___________. In doing so, the Purchaser hereby acknowledges and
agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of August 27, 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"), and First Bank National Association, as trustee (the "Trustee"), of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1996-2.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan
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 [M]
[B-1] [B-2] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and
there is no Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer
(or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves
and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition or (iii)
the Purchaser has provided a "Benefit Plan Opinion" satisfactory to
NASCOR and the Trustee 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
Trustee with respect to any Plan or (c) constitute a prohibited
transaction under ERISA or Section 4975 of the Code or Similar Law
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 L
Bank America Mortgage
Citicorp Mortgage, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
HomeSide Lending Servicing Agreement
National City Mortgage Company Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
Suntrust Mortgage, Inc. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ____________________, between Norwest Bank
Minnesota, National Association (the "Company" and "Norwest Bank") and
______________________ (the "Purchaser").
PRELIMINARY STATEMENT
____________________ is the holder of the entire interest in Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1996-2, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of August 27, 1996 among Norwest
Asset Securities Corporation, as Seller ("NASCOR"), Norwest Bank Minnesota,
National Association, as Master Servicer, and First Bank National Association,
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, 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), to 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 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 1996-2. 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:
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Name:
Title:
By:
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Name:
Title:
